Licensing - Canadian Forms & Precedents
CHAPTER 4 - INFORMATION TECHNOLOGY FORMS
4F3 Website Legal Terms and Disclaimer
IMPORTANT! YOUR ACCESS TO THIS WEBSITE IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE PROCEEDING.
This Website Legal Terms and Disclaimer (the "Agreement") is an agreement between you ("You") and [Linamar] (the "Company"). "We" and "Us" means both You and the Company. The effective date of this Agreement is when You accept or are deemed to accept this Agreement in accordance with the procedure set out in this Agreement.
1. Ownership and Copyright. You acknowledge that any and all information, content, reports, da-ta, databases, graphics, interfaces, web pages, text, files, software, product names, company names, trade-marks, logos and trade-names contained on this website (collectively the "Content"), including the manner in which the Content is presented or appears and all information relating thereto, are the property of their respective owners as indicated, the Company or its licensors, as the case may be.
2. Permitted Use. The Company hereby grants to You a personal, non-transferable and non-exclusive licence to access, read and download one copy of the Content.
3. Restrictions On Use. You agree that You will not:
(i) distribute the Content for any purpose, including, without limitation, compiling an in-ternal database, redistributing or reproducing the Content by way of the press or media or through any commercial network, cable or satellite system; or
(ii) create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sublicense, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Content in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise. You shall not permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of the Company or its licensors or allow any third party to access the Content. The restrictions set out in this Agreement shall not apply to the limited extent the re-strictions are prohibited by applicable law.
4. License to Use Your Information. With the exception of personal information, You hereby grant to the Company the perpetual, unlimited, royalty-free, worldwide, non-exclusive, irrevocable, transferable license to run, display, copy, reproduce, publish, bundle, distribute, market, create de-rivative works of, adapt, translate, transmit, arrange, modify, sublicense, export, merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any person or otherwise use any information or other content You provide on or through this website or which is sent to the Compa-ny by email or other correspondence, including, without limitation, any ideas, concepts, inventions, know-how, techniques or any intellectual property contained therein, for any purpose whatsoever. The Company shall not be subject to any obligations of confidentiality regarding any such informa-tion unless specifically agreed to by the Company in writing or required by law. You represent and warrant that you have the right to grant the licence set out above.
5. Indemnity. You agree at all times to indemnify, defend and hold harmless the Company, its agents, suppliers, affiliates and their respective directors and employees against all actions, proceed-ings, costs, claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by the Company directly or indirectly in respect of:
(i) any information or other content You provide on or through this website or which is sent to the Company by email or other correspondence; or
(ii) Your use or misuse of the Content or this website, including without limitation infringement claims.
6. Governing Law. The Company, this website and the Content (excluding linked websites or con-tent) are physically located within the Province of [Ontario], Canada. This Agreement will be governed by the laws of the Province of [Ontario] and the federal laws of Canada, and shall be treated in all respects as a [Ontario] contract, without reference to the principles of conflicts of law. In the event of a dispute, We agree to submit to the non-exclusive jurisdiction of the [Ontario] courts. We expressly exclude the United Nations Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act ([Ontario]) as amended, replaced or re-enacted from time to time. You agree to waive any right You may have to: (i) a trial by jury; and (ii) the commencement of or participation in any class action against Company related to this website, the Content or this Agreement and, where applicable, You also agree to opt out of any class proceedings against Company or its licensors. We have required that this Agreement and all documents relating thereto be drawn up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.
7. Interpretation.The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations. [All references to money amounts in this Agreement, unless otherwise specified, are in Canadian dollars.]
8. Entire Agreement. This Agreement as it may be amended from time to time in accordance with the provisions of Section 12, and any and all other legal notices and policies on this website, constitutes the entire agreement between You and the Company with respect to the use of this website and the Content.
9. Amendment and Waiver. The Company reserves the right, in its discretion, to amend this Agreement at any time by posting amendments on this website. You are responsible for periodically reviewing the amendments on this website, and You are deemed to be aware of such amendments. If You do not agree to the amended terms and conditions, You shall immediately stop using this website. Access to this website or use of this website after any amendments have been posted shall constitute Your acknowledgement and acceptance of the amended terms and conditions. No supplement, modification or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on the Company unless executed by the Company in writing. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
10. Severability. Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.
11. Enurement. This Agreement shall inure to the benefit of and be binding upon each of Us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.
© Linamar, 2021