Effective Date: March 1st 2019
- IMPORTANT! YOUR ACCESS TO AND USE OF THIS WEBSITE, BEING WWW.ADIDEMLAW.COM, AND ALL SUBDOMAINS AND SOFTWARE THEREIN, (THE "WEBSITE") IS SUBJECT TO YOUR AGREEMENT UPON THESE LEGALLY BINDING TERMS AND CONDITIONS. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE PROCEEDING. BY ACCESSING THE WEBSITE, YOU ACCEPT THESE TERMS AND CONDITIONS AND AGREE THAT YOU INTEND TO BE LEGALLY BOUND BY THEM.
- You shall not interfere with the security of, or otherwise abuse the Website or any apps, websites, system resources, services, software, or networks connected to or accessible through the Website. You may only use the Website (or any of its related services) for lawful and intended purposes.
- Our systems may collect information related to Your use of the Website, including Your geographic location and exact positioning, Your MAC address, the operating system of Your device, the type of device You use, Your device's unique ID, the IP address of Your device, the type of mobile Internet browsers You use, session start and stop times, Your time zone, Your network status, Your International Mobile Equipment Identity, information about the way You use the Website, and any other information tied directly or indirectly to Your device. ADIDEM uses this information to provide the Website (and its related services), monitor our system performance, detect and prevent fraud (e.g., using stolen credit card, gift cards, and loyalty cards), provide targeted marketing offers to the user based on their location and the other attributes, to enable us to operate and manage our systems and services and to better understand our customers so that ADIDEM can work to continually upgrade our systems and services.
- You acknowledge and agree that access to and use of the Website (and any of its related services) is provided via the Internet and if you access the Website from a mobile devices your access to and use of the Website (and any of its related services) requires mobile data connectivity (WIFI, 3G, 5G, LTE, etc.). Information stored in the Website may be stored in Canada and the United States (and may be stored in other jurisdictions) but may be accessible in other jurisdictions via the Website.
LIMITATION OF LIABILITY AND WAIVER OF CLAIMS
- YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE WEBSITE, ITS RELATED SERVICES AND THE MATERIALS INCLUDING WITHOUT LIMITATION ANY OF THE INFORMATION CONTAINED THEREIN.
- In no event will ADIDEM, its affiliates, agents, licensors, suppliers, or their respective directors, officers or employees (collectively "Adidem Group"), be liable to You for any Claims (defines below) whatsoever relating to or arising from your access to or use of the Website, including, but not limited to, those arising from, in whole or in part, viruses, data corruption, failed messages, transmission errors or problems; telecommunications services; links to third-party websites; the internet's functionality; personal injury; third-party content, products or services; damages or losses caused by You, or Your respective employees, agents or subcontractors; loss of use or lack of availability of facilities including computer resources, routers and stored data; the use or inability to use this Website or the content; any other website accessed to or from this Website; or events beyond the reasonable control of ADIDEM, even if ADIDEM or any of its lawful agents, or employees have been advised of the possibility of such damages or claim. As a condition to your use of and access to the Website, you agree to waive any and all Claims you may have against Adidem, regardless of cause.
- IF THE WAIVER ABOVE IS HELD TO BE UNENFORCEABLE OR IF ANY CLAIM IS BROUGHT BY YOU AGAINST ADIDEM OR ANY MEMBER OF ADIDEM GROUP WHICH IS NOT BE SUBJECT TO THE ABOVE WAIVER, ADIDEM AND EACH MEMBER OF ADIDEM GROUP WILL ONLY BE LIABLE TO YOU FOR ANY CLAIMS, LOSSES, DAMAGES, COSTS, EXPENSES, ACTION, SUIT OR OTHER PROCEEDING (COLLECTIVELY "CLAIMS") ARISING UNDER, OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, YOUR USE OF OR ACCESS TO THE WEBSITE OR ANY RIGHTS GRANTED TO YOU HEREUNDER, TO THE EXTENT SUCH CLAIMS RESULT FROM ADIDEM’S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT AND YOU HEREBY WAIVE AND RELEASE ADIDEM AND EACH MEMBER OF ADIDEM GROUP FROM ANY OTHER CLAIMS.
- TO THE EXTENT ADIDEM OR ANY MEMBER OF ADIDEM GROUP IS LIABLE TO YOU UNDER THIS AGREEMENT OR UNDER APPLICABLE LAWS, ADIDEM AND ANY MEMBER OF ADIDEM GROUP’S MAXIMUM CUMULATIVE TOTAL LIABILITY TO YOU ARISING UNDER ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE) SHALL IN NO EVENT EXCEED, AND SHALL BE LIMITED TO, TEN UNITED STATES DOLLARS ($10 USD). IF YOU BRING ANY CLAIM AGAINST ANY MEMBER OF ADIDEM GROUP FOR AN AMOUNT IN EXCESS OF TEN UNITED STATES DOLLARS ($10 USD), YOU AGREE TO INDEMNIFY ADIDEM FOR ANY AMOUNTS INCURRED BY ANY MEMBER OF ADIDEM GROUP IN EXCESS OF TEN UNITED STATES DOLLARS ($10 USD), INCLUDING ALL LEGAL FEES INCURRED BY ADIDEM DEFENDING SUCH CLAIM, ON A FULL INDEMNITY BASIS.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL ADIDEM OR ANY MEMBER OF ADIDEM GROUP BE LIABLE TO YOU FOR:
- LOSS OF PROFITS;
- FOR ANY DAMAGES ARISING FROM YOUR LOSS OF LEGAL RIGHTS;
- LOSS RELATING TO RECOVERY OF ANY DAMAGES FROM A THIRD PARTY;
- BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR LOSS OF OPPORTUNITY; OR
- FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES,
- These limitations above apply to any act or omission of ADIDEM or any member of Adidem Group, whether or not the act or omission would otherwise give rise to a cause of action in contract, tort, statute or any other doctrine of law. Gross negligence, where used herein, means conduct (whether through action or inaction, or through words or silence) which is (a) a marked and flagrant departure from the conduct ordinarily expected of a reasonable and prudent person in its position, and (b) so wanton and reckless as to constitute an utter disregard for harmful, foreseeable and avoidable consequences.
- SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
OWNERSHIP AND PERMITTED USE OF WEBSITE
- Any and all information, content, reports, data, databases, graphics, interfaces, web pages, text, files, software, product names, company names, trade-names, 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 ADIDEM, or its licensors, as the case may be. Any names, words, titles, phrases, logos, designs, graphics, icons and trademarks displayed on the Website may constitute registered or unregistered trademarks of ADIDEM or third parties. While certain trademarks of third parties may be used by ADIDEM under license, the display of third-party trademarks on the Website should not be taken to imply any relationship or license between ADIDEM and the owner of said trademark or to imply that ADIDEM endorses the wares, services or business of the owner of said trademark. Nothing contained on the Website should be construed as granting You any license or right to use any trademark logo or design of ADIDEM or any third party, without the written permission of ADIDEM or the respective owner of any third-party trademark.
- You agree that You will not:
- except to the extent expressly permitted in this Agreement: (i) use, reproduce, modify, adapt, translate, upload, download or transmit the software associated with this Website in whole or in part; (ii) sell, rent, lease, licence, transfer or otherwise provide access to the software; (iii) alter, remove or cover any trademarks or proprietary notices included in the software; and/or (iv) decompile, disassemble, decrypt, extract or reverse engineer the software or assist others in doing so;
- distribute the Content for any purpose including without limitation compiling an internal database, redistributing or reproducing the Content by the press or media or through any network;
- create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, 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;
- permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of ADIDEM or its licensors or allow any third-party to access the Content;
- directly or indirectly, send, submit, post, receive or otherwise facilitate, or in any way use, or permit to be used, the Website (or any of its related services), to send, submit, post, receive or otherwise facilitate the transmission of any materials that are abusive, obscene, profane, sexually explicit, threatening, or materials containing blatant expressions of bigotry, racism or hate. You shall comply with all applicable laws (including, but not limited to export/import laws and laws relating to privacy, obscenity, copyright, trademark, confidential information, trade secret, libel, slander or defamation). Although ADIDEM is not responsible for any such communications or materials, we may delete any such communications or materials of which we become aware, at any time without notice to You. You acknowledge and agree that You shall be responsible and liable for all uses made by You of the Website (or any of its related services);
- (i) remove or alter any copyright, trademark, brand elements or other proprietary notices; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Website, except as expressly permitted by ADIDEM; (iii) link to, mirror or frame any portion of the Website; (iv) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Website, or unduly burdening or hindering the operation and/or functionality of any aspect of the Website.
- The restrictions set out in this Agreement will not apply to the limited extent the restrictions are prohibited by applicable law.
- You will not access or use the Website for an illegal, fraudulent, malicious, obscene, or defamatory purpose, or take steps or actions that could or do undermine the security, integrity, effectiveness, goodwill or connectivity of the Website (including illegal, fraudulent, malicious, defamatory or other activities that threaten to harm or cause harm to any other person).
- Withdrawal of Access: We may terminate this Agreement with You or withdraw Your access at any time and for any reason, without notice to You, in which case this Agreement will continue to apply in respect of Your past access. We will not be liable for any losses or inconvenience that results from withdrawal of Your access.
- While ADIDEM encourages links to the Website, it does not wish to be linked to or from any third-party Website which contains, posts or transmits any illegal, fraudulent, malicious, obscene, or defamatory materials or contains, posts or transmits any information, software or other material which violates or infringes upon the rights of others, or is itself illegal, fraudulent, malicious, obscene, or defamatory.
- ADIDEM reserves the right, in its sole discretion, to edit or remove any submission to the Website, whether or not the submission is in violation of the provisions hereof or is otherwise objectionable. You acknowledge and agree that ADIDEM may, in its sole discretion, monitor the Website periodically and disclose any information as necessary to satisfy any law, regulation or other governmental or Court request, to operate the Website properly or to protect itself or other users of the Website.
- You are solely responsible for the content of any communications by You through the Website (or any of its related services).
- ADIDEM does not condone or allow spam. You agree that you will not use the Website (or any of its related services) to send unsolicited commercial or other e-mail.
- To use certain features of the Website, You will be asked to register with the Website. You agree (i) to provide true, accurate, current and complete information about Yourself as prompted by any registration form; and (ii) to maintain and promptly update the information You provide to keep it true, accurate, current and complete. If ADIDEM has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ADIDEM has the right to suspend or terminate Your access to and use of the Website (or any portion thereof).
- To use certain features of the Website, You will also need a username and password, which You will receive through the Website registration process. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities that occur under Your password or account. You agree to notify ADIDEM immediately of any unauthorized use of Your password or account or any other breach of security, and to ensure that You exit from Your account at the end of each session. ADIDEM and its partners, affiliates, officers, directors, employees, consultants, agents, and representatives are not liable for any loss or damage arising from ADIDEM's failure or Your failure to protect Your password or account information.
- You may not use the account, username, or password of anyone else at any time, unless You are authorized to do so in writing by ADIDEM.
- You acknowledge and agree that You shall be responsible for each and every access, use or employment of the Website (and any of its related services) that occurs in conjunction with Your passwords and user identifications, and that ADIDEM is authorized to accept the user identifications and passwords as conclusive evidence that You have accessed, utilized, or otherwise employed of the Website (or any of its related services).
- You agree to notify ADIDEM immediately of any unauthorized use, theft or misappropriation of Your account, usernames or passwords. ADIDEM shall not be liable for any loss that You incur as a result of someone else using Your usernames or passwords, either with or without Your knowledge.
- You may deactivate Your user account at any time, for any reason, by contacting firstname.lastname@example.org
DATA TRANSMISSION, REPRESENTATIONS AND WARRANTIES
- You hereby consent to the exchange of information and documents between Us electronically over the internet or by e-mail, if to You or if to ADIDEM.
- You represent and warrant that:
- You are an individual and over 18 years of age;
- You are entitled to conclude this Agreement;
- You will not do any promotion or advertising involving ADIDEM, its Content or its Website without the prior written authorization of ADIDEM; and
- You will not remove, conceal or obliterate any copyright or other proprietary notice or any credit-line or date-line or other mark or source identifier included on ADIDEM's Content or its Website.
- Regardless of the presence or absence of encryption technology, there is no guarantee that personal information and transactions on this Website or on the internet will be maintained confidential and secure. Communications sent over the internet are not secure and may be lost, intercepted, or altered. Except where another written agreement with ADIDEM says otherwise, You agree that ADIDEM is under no obligation to accept or act on any instructions You provide to us electronically. If You send ADIDEM confidential information by electronic means, ADIDEM will not be liable if it is lost, intercepted, altered or misused by someone else. ADIDEM may (at its sole discretion) respond to You electronically, and provide electronically any confidential information that You have requested; You also agree ADIDEM will not be liable if the information provided is lost or intercepted, altered or misused by someone else.
- The use of this Website and the Content is at Your own risk and ADIDEM assumes no liability or responsibility pertaining to the Content, Your use of the Website or the receipt, storage, transmission or other use of Your personal information. The content is 'as-is' and may not be accurate, up to date, complete, uncorrupted or untampered, and is not to be relied upon. ADIDEM assumes no obligation to update the content on this site. The content on this site may be changed without notice to You. ADIDEM is not responsible for any content or information that You may find undesirable or objectionable. ADIDEM disclaims any liability for unauthorized use or reproduction of any portion of the Website. Accessing the Content from territories where it may be illegal is prohibited.
- This Website may contains link to third-party websites. These links are provided solely as a convenience to You and not as an endorsement by ADIDEM of the contents of such third-party websites. ADIDEM is not responsible for the content of any third-party Website, nor does it make any representation or warranty of any kind regarding any third-party Website including, without limitation (i) any representation or warranty regarding the legality, accuracy, reliability, completeness, timeliness, suitability of any content on any third-party Website; (ii) any representation or warranty regarding the merchantability or fitness for a particular purpose of any material, content, software, goods or services located at or made available through such third-party websites; or (iii) any representation or warranty that the operation of the third-party websites will be uninterrupted or error free, that defects or errors in such third-party websites will be corrected or that such third-party websites will be free from viruses or other harmful components.
- ADIDEM may send You, via email, text message, standard mail, or other forms of digital and non-digital communications, from time-to-time, information relating to ADIDEM generally, your claim or the Website. You will have the option to opt-in to receiving such communications when You register to use the Website and to manage Your preferences in respect of such communications with the Website.
- The Website, (including its organization and presentation and ADIDEM Materials) is the property of ADIDEM and its licensors and may be protected by intellectual property laws including laws relating to patents, copyrights, trade-marks, trade-names, internet domain names and other similar rights.
- When You load or create materials (including files, text, video, audio and images contained in or generated by such materials and accompanying data) on the Website ("User Materials"). You are granting ADIDEM, its affiliates, partners, officers, directors, employees, consultants, agents, and representatives a license to use Your User Materials in connection with the operation of the Website (or any of its related services) and ADIDEM businesses. By loading or creating User Materials on the Website, You warrant and represent that You own the rights to the User Materials or are otherwise authorized to load or create such User Materials and that such User Materials do not violate any applicable laws. You agree that the burden of proving that any User Materials do not violate any laws or third party rights rests solely with You.
- You are solely responsible for Your User Materials. You are solely responsible for making and keeping backup copies of Your User Materials and for applying the appropriate level of access rights to same. ADIDEM shall not be responsible or liable for the deletion or accuracy of any User Materials.
CURRENCY OF INFORMATION AVAILABLE ON THE WEBSITE
- ADIDEM may make information, ADIDEM Materials or related resources available to You through the Website. ADIDEM may update such information, ADIDEM Materials and related resources periodically. Technical difficulties or transmission problems could produce inaccurate or incomplete copies of information contained on the Website. Accordingly, ADIDEM cannot guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the information, ADIDEM Materials or related resources on the Website. ADIDEM may revise, supplement or delete information, ADIDEM Materials and/or the resources contained in the Website and reserves the right to make such changes without prior notification to past, current or prospective users.
- Malware, viruses or other destructive programs may be inadvertently downloaded from the Website. ADIDEM shall not be responsible or liable for any software, malware, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise impact Your use of Your device or other property on account of Your access to or use of the Website or any of ADIDEM Materials or User Materials (collectively, "Materials"). ADIDEM recommends that You install appropriate security, anti-virus or other protective software.
- ADIDEM is not liable for Your information stored or recorded by any device or any network, whether public or private, that You may use to access the Website.
- You may deactivate Your user account at any time, for any reason, by contacting ADIDEM email@example.com.
- THE WEBSITE, ITS RELATED SERVICES AND THE MATERIALS ARE PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. ADIDEM DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE, ITS RELATED SERVICES OR THE MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.
ACCESS RELATED TO ALLEGED VIOLATIONS
- To protect the Website (and any of its related services), You agree that ADIDEM or its representatives may access Your user account and all information and any records related thereto on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Website (and any of its related services), and You agree to give ADIDEM full access to Your user account and all information and records related thereto without the need for additional authorization and without any claim to privacy or other rights to such account and related information and records.
- The Website is controlled, operated and administered by ADIDEM from within the Province of Alberta, Canada. The Website can be accessed from all provinces and territories of Canada, all States within the United States of America as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the Province of Alberta, by accessing the Website you acknowledge and agree that all matters relating to access to or use of the Website shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein (without reference to conflicts of laws principles). We expressly exclude the UN Convention on Contracts for the International Sale of Goods, similar domestic legislation as amended, replaced or re-enacted from time-to-time.
- You also agree that any claims or disputes whatsoever arising hereunder shall be submitted to the exclusive jurisdiction and venue of the courts of the Province of Alberta and acknowledge that you do so voluntarily.
- WHERE PERMITTED UNDER THE APPLICABLE LAW, WE EACH AGREE THAT EACH OF US WILL BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. UNLESS BOTH OF US AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
- The disclaimers, limitations on liability, ownership, termination, interpretation, Your license to ADIDEM, Your warranty and the indemnity provisions of this Agreement survive the termination or expiry of this Agreement.
- You agree that any communication or contract delivered, received or entered into by electronic means will be considered to be signed and/or delivered and to constitute a "writing" for the purposes of any statute or rule of law. You agree not to dispute any such communication or contract on the basis that it was delivered, received or entered into by electronic means, including on the basis that it was not "in writing" or was not signed or delivered.
- The parties have requested that this Agreement and all documents relating thereto be drawn-up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais. Las partes han solicitado que este Acuerdo y todos los documentos relacionados con él se redacten en inglés.
- This Agreement, together with the recitals and schedules, as amended from time-to-time, constitute the entire agreement between ADIDEM and You with respect to the matters contained herein and supersedes all prior written representations and/or oral agreements.
- In the event that any provision or part thereof of this Agreement is deemed unenforceable, invalid or void, in whole or part, by any Court, the remaining terms and conditions of this Agreement will remain in full force and effect; and, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.
- Words in the singular will include plural and words in the masculine or feminine gender include masculine, feminine, and other genders, where the context so requires.
- This Agreement will enure to the benefit of, and will be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.
- The provisions of this Agreement may be amended by ADIDEM at its sole discretion from time-to-time upon notice.
- Feel free to email your comments, suggestions and feedback (collectively, “Feedback”) to ADIDEM at the e-mail addresses provided in the Website. However, the Internet is not a fully secure medium and any Feedback may be lost, intercepted or altered. You agree with respect to any Feedback provided by you to us via e-mail that: (i) ADIDEM has no obligation concerning such Feedback; (ii) Feedback is non-confidential; (iii) ADIDEM may use, disclose, distribute or copy the Feedback and may use any ideas, concepts or know-how contained in the Feedback for any purpose; and (iv) the Feedback is truthful and disclosure of the Feedback does not violate the legal rights of others.