Last Modified: December 5, 2010
ACCEPTANCE OF AGREEMENT
This is an agreement between you and CrossBorderShopping.ca (“Us”, “We” , “Our”, etc…), a division of Intermedia Properties Inc., and governs your use of the websites accessible at the Internet addresses http://www.crossbordershopping.ca. and any other future related domains and sub-domains operated by Us (“Website(s)”). The term Website(s) includes without limitation (a) all the text, graphical, video, audio, images, icons, design, news, newsletters, and other content provided or made available through the Website(s) (“Content”), (b) all the software, applications and technology used in the provision of, or provided through, the Website(s) (“Technology”), and (c) all the services and products advertised or otherwise provided or made available through or in connection with the Websites (“Services”).
Every access to, or other use of, any Website, signifies your acceptance and agreement, without limitation or qualification, to be bound by these terms and conditions and such other additional or alternative terms, conditions, rules and policies which are displayed, or to which you may be directed, in connection with the Websites, as such may be modified by Us from time to time (collectively the “Agreement”). Please note that the Agreement may be updated from time to time without notice to you, so please check this web page on every visit to a Website.
THE WEBSITES ARE SOLELY DIRECTED TO INDIVIDUALS, COMPANIES OR OTHER ENTITIES LOCATED IN CANADA AND THE UNITED STATES WHO CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW. THE WEBSITES MAY NOT BE USED BY PERSONS IN JURISDICTIONS WHERE ACCESS TO OR USE OF THE WEBSITES OR ANY PART THEREOF MAY BE ILLEGAL OR PROHIBITED. IT IS SOLELY YOUR RESPONSIBILITY TO DETERMINE WHETHER YOUR USE OF THE WEBSITES IS LAWFUL, AND YOU MUST COMPLY WITH ALL APPLICABLE LOCAL LAWS.
IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR ARE NOT AUTHORIZED OR DO NOT HAVE LEGAL STANDING TO AGREE TO AND ACCEPT THIS AGREEMENT, YOU MAY NOT USE THE WEBSITES.
You acknowledge and agree that We reserve the right at any time to modify or discontinue the whole, or any part of, the Websites, without notice to you, and that We will not be responsible or liable, directly or indirectly, to you or any other person in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such modifications or discontinuance.
NO ADVICE OR SOLICITATION
THE WEBSITES AND SERVICES ARE PROVIDED FOR CONVENIENCE AND INFORMATIONAL PURPOSES ONLY. THE WEBSITES ARE NOT INTENDED TO BE A COMPREHENSIVE OR DETAILED STATEMENT CONCERNING ANY MATTERS ADDRESSED, AND SHOULD NOT BE USED OR CONSTRUED AS AN OFFER TO SELL, A SOLICITATION OF AN OFFER TO BUY, OR AN ENDORSEMENT, RECOMMENDATION, OR SPONSORSHIP OF, ANY PRODUCT OR SERVICE OR AS A SUBSTITUTE FOR COMPETENT AND PROFESSIONAL ADVICE WITH RESPECT TO ANY MATTERS ADDRESSED, INCLUDING WITHOUT LIMITATION HEALTH OR MEDICAL MATTERS. YOU SHOULD APPLY YOUR OWN JUDGMENT IN MAKING USE OF ANY SERVICES OR CONTENT PROVIDED ON OR THROUGH THE WEBSITES, INCLUDING, WITHOUT LIMITATION, THE USE OF ANY INFORMATION CONTAINED THEREIN AS THE BASIS FOR ANY CONCLUSIONS. YOU BEAR RESPONSIBILITY FOR YOUR OWN RESEARCH AND DECISIONS REGARDING THE PURCHASE OF ANY PRODUCT OR SERVICE. WE DO NOT PROVIDE OR GUARANTEE ANY ADVICE REGARDING THE SUITABILITY OR POTENTIAL VALUE OF ANY PARTICULAR PRODUCT OR SERVICE.
ERRORS OR INACCURACIES
You acknowledge that We do not pre-screen any Content. In particular, We do not control the content posted by users on the Websites and make no representation or warranty whatsoever regarding the accuracy of the information accessible on or through the Websites, including without limitation any information regarding rebates, discounts, deals, coupons or other promotions for any product or service. We cannot guarantee that goods or services advertised on the Websites will be available on any terms and conditions (including price) described on or through the Websites at any time. Further, We reserve the right to change the Content at any time without notice and without incurring any liability to you or any other person. Under no circumstances will We be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of or reliance upon any Content posted, emailed, transmitted, or otherwise made available through the Websites.
YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK.
THE WEBSITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION, WARRANTY OR CONDITION REGARDING THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY CONTENT, TECHNOLOGY OR SERVICES CONTAINED ON OR ACCESSIBLE THROUGH THE WEBSITES. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO CONDITION, REPRESENTATION OR WARRANTY THAT: THE WEBSITES WILL BE COMPATIBLE WITH YOUR COMPUTER AND SOFTWARE; THE WEBSITES WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; THE CONTENT WILL BE ACCURATE, COMPLETE, OR TIMELY; THE USE OF THE WEBSITES, INCLUDING THE BROWSING AND DOWNLOADING OF ANY CONTENT OR TECHNOLOGY, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; THE TRANSMISSION OF INFORMATION TO AND FROM THE WEBSITES WILL BE SECURE; OR THE USE OF THE WEBSITES WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON.
FURTHER, THROUGH YOUR USE OF THE WEBSITES YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH OTHER PERSONS. ALL SUCH TRANSACTIONS ARE AT YOUR OWN RISK. WE ARE NOT A PARTY TO ANY SUCH TRANSACTIONS AND DISCLAIM ANY AND ALL LIABILITY REGARDING ALL SUCH TRANSACTIONS.
DISCLAIMER OF THIRD PARTY TRANSACTIONS AND CONTENT
The Websites include promotional information and advertisements relating to products and services of third parties (“Third Party” or “Third Parties”) and may provide links to websites operated by third parties (“Third Party Site(s)”). We are an independent operation and do not endorse, and make no representations or warranties in respect of: (a) any product or service of a Third Party; (b) any Third Party Site; or (c) any information, content, product or service available on or through a Third Party Site. Any correspondence, advertisement, purchase or promotion in relation to a Third Party, including without limitation the delivery of and the payment for Third Party products and/or services, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable Third Party. We have no liability, obligation or responsibility in relation to any such correspondence, purchase, promotion or other dealing between you and any such Third Party. We provide links to Third Party Sites only as a convenience. We have no control over, and are not responsible for, any Third Party Sites, or other linked sites, and their content. You agree that it is your responsibility to review and evaluate all the content on such Third Party Sites, and that any and all risk associated with the use of, or reliance on, such content rests with you. Links do not imply that We sponsor, endorse, or are affiliated or associated with any Third Party, or are legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links. We shall not be responsible or liable, directly or indirectly, for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any content on any Third Party Site. Without limiting the foregoing, as between you and Us, the provisions of this Agreement under the sections headed Disclaimer, Limitation of Liability, and Indemnity apply, with all necessary modifications, to your dealings with any Third Parties and/or access to, and use of, any Third Party Sites.
LIMITATION OF LIABILITY
WE WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR ANY DAMAGES FOR LOSS OF USE, PRODUCTION, INCOME OR PROFITS (ANTICIPATED OR OTHERWISE), SAVINGS OR GOODWILL, ECONOMIC LOSS, OR OTHER INTANGIBLE LOSS, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE IN ANY DEGREE) OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITES (INCLUDING THE USE, INABILITY TO USE , OR PERFORMANCE OF THE WEBSITES), AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY US, OUR EMPLOYEES, INDEPENDENT CONTRACTORS OR REPRESENTATIVES, AND NOTWITHSTANDING THAT WE MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES.
YOU EXPRESSLY ACKNOWLEDGE THAT WE HAVE ENTERED INTO THIS AGREEMENT, AND HAVE AND WILL MAKE THE WEBSITES, INCLUDING WITHOUT LIMITATION ALL CONTENT AND SERVICES, AVAILABLE TO YOU, IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US. YOU EXPRESSLY 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, THE FAILURE OF ANY EXCLUSIVE REMEDY, OR TERMINATION OF THIS AGREEMENT.
PLEASE NOTE THAT THE EXCLUSION OF CERTAIN WARRANTIES AND THE LIMITATION OF CERTAIN LIABILITIES IS PROHIBITED BY LEGISLATION IN SOME JURISDICTIONS. SUCH LEGISLATIVE LIMITATIONS MAY APPLY TO YOU.
You agree to defend, indemnify and hold Us, Our affiliates, suppliers, licensors, licensees, co-branders, information providers, service providers, partners, directors, officers, employees, contractors, agents and other related parties, harmless from and against any and all liabilities, claims, costs and expenses, including without limitation reasonable attorneys’ fees and expenses, in connection with any claim or demand arising from, related to, or in connection with, your: (a) violation of this Agreement, (b) use of the Websites, or (c) placement, posting or transmission of any message, information, software or other content on or through the Websites. Further, you will assist and cooperate as fully as reasonably required by Us in the defence of any such claim or demand.
We, and applicable third parties, hold all right, title, and interest in and to the Websites, including without limitation all Content and Technology. You acknowledge that the Content and Technology is protected by Canadian and international copyright, patent, trademark, and other applicable intellectual property laws. You may print or download the pages of the Websites solely for your lawful and personal use provided that you do not modify any of the Website pages or other Content and you do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers. Notwithstanding the foregoing, your use of the Websites does not grant or transfer to you any ownership or other rights in the Websites, and except as expressly provided, nothing herein or within the Websites shall be construed as conferring to you or any other person any license under any of Our or any third party’s intellectual property rights (whether by estoppel, implication, waiver, or otherwise), including without limitation any right to rent, lease, loan, copy, download, display, perform, reproduce, distribute, sell, modify, edit, alter or enhance any of the Content, or part thereof, or Technology, or part thereof, in any manner. You agree not to access the Websites by any means other than through any interface that is specifically provided by Us for use in accessing the Websites.
The Websites may provide RSS (really simple syndication) feeds (“RSS Feeds”) as part of the Services to allow you to obtain certain parts of the Content in XML format (“RSS Content”) for display on designated pages of your website (“Your Website”). If you subscribe for the RSS Feeds, you acknowledge that any use of the RSS Feeds and RSS Content is subject to the terms set out herein and by subscribing to the RSS Feeds you are agreeing to be bound by the terms of this Agreement including without limitation the terms set out in this section.
RSS Feeds are offered by Us for non-commercial use. Subject to the terms and conditions of this Agreement, We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license solely to incorporate and display RSS Feeds as provided by Us onto Your Website under the name of CrossBorderShopping.ca or as otherwise designated by Us in any manner. These limited rights shall be automatically and immediately revoked upon any termination of this Agreement. Any other uses, including without limitation the incorporation of advertising into or the placement of advertising associated with or targeted towards the RSS Content, are strictly prohibited. You must use the RSS Feeds as provided by Us, and you may not edit or modify the text, content or links supplied by Us in any way. You are responsible, at your cost, to create or apply software so that any person you permit to click on Our links on Your Web site (“Your User”) can pull down the related page from Our Website to Your User’s computer.
ANY USE, REPRODUCTION, ALTERATION, MODIFICATION, PUBLIC PERFORMANCE OR DISPLAY, UPLOADING OR POSTING ONTO THE INTERNET, TRANSMISSION, REDISTRIBUTION OR OTHER EXPLOITATION OF THE RSS FEEDS OR OF ANY RSS CONTENT, WHETHER IN WHOLE OR IN PART, OTHER THAN AS EXPRESSLY SET OUT HEREIN, IS PROHIBITED WITHOUT OUR PRIOR WRITTEN PERMISSION. WITHOUT LIMITING THE GENERALITY OF THE RESTRICTIONS ABOVE, YOU SHALL NOT PROVIDE ACCESS TO THE RSS FEED OR RSS CONTENT FROM ANY MOBILE WIRELESS SERVICES OR ANY INTERACTIVE TELEVISION SERVICE.
You undertake to respect the integrity of the RSS Feeds and RSS Content and Our trademarks. Furthermore, you undertake not to place the RSS Feeds and RSS Content in a context which would alter its meaning and such RSS Feeds and RSS Content must be clearly separate from any other content not provided by Us. Each RSS Feed and RSS Content reproduced on Your Website already includes a clickable hyperlink to the relevant item on Our Websites, which hyperlink must be used “as is” and may not be removed under any circumstances. You acknowledge that the RSS Feeds must link and redirect to the appropriate page on the Our Websites when a user clicks on the RSS Content (e.g. a headline). You shall not display the RSS Feeds or RSS Content in such a manner that does not allow for successful linking and redirection to, and delivery of Our appropriate Websites page, nor may you frame any page on Our Websites. You may not insert any intermediate page, splash page or other content between the link from any RSS Feed or RSS Content and our applicable Websites page.
The RSS Feeds and all materials displayed or otherwise accessible through the RSS Feeds, including, without limitation, headlines, links, other source identifiers, articles, text, trade marks, computer software and code (individually or collectively, the “RSS Materials”) are protected under Canadian and international copyright, trade secret, patent, trademark, and other applicable intellectual property laws. You acknowledge that We own and retain all right, title and interest (including without limitation all copyright, trade secret, patent and trademark rights) in and to the RSS Materials. Without limiting the generality of the foregoing, you acknowledge and agree that the RSS Feeds and RSS Content may not be used or reproduced except as provided herein without Our consent.
We reserve the right to discontinue providing any or all of the RSS Feeds at any time and to require you to cease displaying, distributing or otherwise using any or all of the RSS Feeds for any reason including, without limitation, your violation of any provision of this Agreement.
We assume no liability for any of your activities in connection with the RSS Feeds or for your use of the RSS Feeds in connection with Your Website or your use or Your User’s use of the Websites or RSS Feeds. You agree to indemnify Us against any claim by Your Users against Usresulting from Your Website.
LINKING AND FRAMING
We permit other websites to link to the Websites but the framing of the Websites or any of its content in any form and by any method is strictly prohibited. Further and notwithstanding the foregoing, We reserve the right to cancel and revoke the permission to any party to link to the Websites at any time, for any reason, without any notice, and without any liability to such party or any other person. If you have any questions about linking to the Websites, please contact [email protected].
All information and content contained on, or made available over, the Websites are subject to copyright protection: “Copyright © 2007 CrossBorderShopping.ca, a division of Intermedia Properties Inc. All rights reserved.” Any copying, republication or redistribution of such content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of one of Our duly authorized representatives.
CROSSBORDERSHOPPING.CA is a trademark and registered business name of Intermedia Properties Inc. All other products, services, brands, company names and logos used on the Websites are the trademarks or registered trademarks of their respective owners. Any use of any of the marks appearing on the Websites without Our express written consent, or the express written consent of the owner of the mark, as appropriate, is strictly prohibited.
REGISTERD USER ACCOUNTS
In order to access certain parts of the Websites, you may have to register as a user with Us. During registration for one of our user accounts, you will select a password and account name, and may be required to supply additional information. You understand and agree that you are solely responsible for maintaining the confidentiality of your account including your password, and are fully responsible for all activities that occur under your account, including your password. You agree to (a) immediately notify Us of any unauthorized use of your password or account or any other breach of security, and (b) exit from your account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with this section. We reserve the right to suspend, restrict, disable or delete your account at any time and for any reason or no reason without notice.
You hereby grant Us a world-wide, perpetual, irrevocable, royalty-free, non-exclusive, and unrestricted license to use, copy, adapt, transmit, publicly display and perform, distribute and create compilations and derivative works from, any and all content (in any format or media) you post on, or otherwise submit to, the Websites (“Submission”), including but not limited to any messages on Our forums or discussion groups. You agree that We may preserve and disclose any Submission or other information associated with you or your account where required to do so by law or where such preservation or disclosure is reasonably believed by Us to be necessary to ensure compliance with the law, enforce the Agreement or protect Our rights and interests. You further agree in making your Submissions to fully abide and comply with the “Forum Rules” for the applicable Website, as these may be updated from time to time by Us. In the event of any conflict between the terms and conditions of the Forum Rules and this Agreement, the terms and conditions of this Agreement shall govern.
If you post listings on our Website, or have Us post listings on your behalf, you understand that you may be subject to certain posting policies that will be provided to you by Us when you choose your advertising package, and prior to your payment for such advertising package. You agree (i) to abide by these posting policies, and (ii) that any violation of such posting policies by you may result in some or all of your postings being modified or deleted by Us, or your advertising package being terminated without refund, in our sole discretion.
GOVERNING LAW AND JURISDICTION
We control and operate the Websites from Our office in Toronto, Canada and make no representation that the materials are appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all Content and Services found on this Websites are solely directed to individuals, companies or other entities located in Canada. If you use the Websites from outside Canada, you are entirely responsible for compliance with applicable local laws. This Agreement, your use of the Websites, and all related matters shall be governed solely by the laws of the Province of Ontario, Canada and the applicable federal laws of Canada, without regard to the conflicts of law provisions of any jurisdiction. You hereby irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in the City of Toronto in relation to all disputes arising from or related to this Agreement, your use of the Websites and any related matters.
If you breach any provision of this Agreement, you may no longer use the Websites. We may, in Our sole discretion, change, suspend or terminate, temporarily or permanently, the Websites or any part of them or any of their features at any time, for any reason, without any notice or liability to you or any other person. If this Agreement or your permission to use the Websites is terminated by you or Us for any reason, this Agreement will nevertheless continue to apply and be binding upon you in respect of your prior use of the Websites and anything connected with, relating to or arising from such use. If you are dissatisfied with the Websites or with this Agreement, including any terms, conditions, rules, policies, guidelines, or practices by Us in operating the Websites, your sole and exclusive remedy is to discontinue using the Websites. The Disclaimers, Limitation of Liability, and Indemnity provisions in this Agreement shall survive any termination of this Agreement.
This Agreement constitutes the entire agreement between Us and you pertaining to your use of the Websites and supersedes any prior agreements between you and Us. Our failure to insist upon or enforce strict performance of any right or provision of the Agreement shall not constitute, or be construed as, a waiver of any right or provision. If any provision or part thereof, in this Agreement is determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions, or parts thereof, contained herein. You and Us are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement or your use of the Websites. The provisions of this Agreement shall enure to the benefit of, and be binding upon, Us and Our respective successors and assigns and related persons, including without limitation Intermedia Properties Inc., and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without Our express prior written consent, which may be withheld in Our sole discretion. We may assign this Agreement and its rights and obligations under this Agreement without your consent. Any rights not expressly granted by this Agreement are reserved to Us. The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient redigés en anglais.