LAST UPDATED: FEBRUARY 20th, 2008
THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND FUNDFINDR MEDIA INC., (THE AGREEMENT AND CONTAINS important terms, conditions, and limitations RELATING TO SERVICE, liabilitY, WARRANTY, AND YOUR OBLIGATIONS. By using the Services, you acknowledge that you have read, understood and agree to all of the terms, conditions and limitations set forth in this Agreement.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT PLEASE DO NOT USE THE SITE.
This Agreement between you (you) and FUNDFINDR MEDIA INC. (us or we or the Company) sets out the terms and conditions that apply to your use of all or any of the services and related software (collectively, the Services) provided by us through the www.fundfindr.com web-site (the Site).
By activating an account with us (your Account) with respect to the Services or by using any Service, you agree to be legally bound by and abide by the terms of this Agreement. Your use of the Services is subject to this Agreement. If you do not wish to be bound by this Agreement, you may not activate an Account or use any Service and you must immediately contact us to terminate your Account, if you have one, and this Agreement (see Section 20).
Amendments to this Agreement
1. We reserve the right to amend this Agreement at any time. We will use reasonable efforts to publish each amendment before such amendment becomes effective, but we will ensure that the latest, fully-amended version of this Agreement is published on the Site at http://www.fundfindr.com. You are responsible for regularly reviewing the Site to obtain timely notice of such amendments. If you do not terminate this Agreement before the effective date of any amendment, you will be conclusively deemed to have accepted the amendment.
2. You represent and warrant that, if you are an individual, you have reached the age of majority (at least 18 or 19 years of age) in the jurisdiction in which you reside and that you possess the legal right, capacity and ability to enter into this Agreement and use the Services in accordance with this Agreement.
3. The details of the various Services, including other products and services offered by us can be found on the Site. We may, from time to time at our sole discretion and without notice or liability, create, amend, change, or delete any Service, including changing pricing for any Services, introducing new Services, substituting old Services for new Services, changing any Service features and deleting any Services.
Your Account and Account Use
4. The use of any Service requires a valid Account. Regardless of whether you are the Account-holder, your use of any Service shall at all times be governed by this Agreement; however, if you are not the Account-holder, you are only permitted to use the Services with the permission of the Account-holder.
5. If you are the Account-holder, you are responsible for your Account and the maintenance, confidentiality and security of your Account and all passwords related to your Account. You are solely responsible and liable for any and all activities that occur under your Account, including all activities of any sub-Account holders and persons who gain access to your Account, whether with or without your permission. You agree to immediately notify us of (a) any unauthorized use of your Account or any Service, and (b) any other breach of security with respect to your Account or any Service, and you further agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account.
Your Information and Privacy
6. You agree to provide true, current, accurate and complete customer information as prompted by our registration or Account-creation processes or as otherwise requested by us or our agents from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete and accurate.
7. You acknowledge that you have read the Privacy Statement attached herein, as it may be updated from time to time (the Privacy Statement), and hereby consent to the collection, use and disclosure by us and our agents of your personal information (whether previously collected or to be collected) for the purposes identified therein. You also consent to our use of such personal information in accordance with applicable terms and conditions contained in this Agreement.
8. You acknowledge and agree that you and all those who use your Account or the Services are exclusively responsible for determining the accuracy, suitability, harmfulness or legality of any content, information or material received, transmitted or sent using the Services.
9. The following provisions apply with respect to all Services:
- General Practices and Limits. You acknowledge that we may establish general practices and limits concerning the use of the Services, including: the maximum size of any data that may be stored on, sent from or received by an Account; the maximum disk space that will be allotted on your behalf; the maximum amount of data, speed of data or type of data that may be sent from or received using the Services; and the maximum number of days that data will be stored on our servers. Such general practices and limits shall be posted on our Site or otherwise made available to you, and you agree to comply with all such general practices and limits, regardless of when or how such limits are conveyed to you. We reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.
- Internet-based Services. The Services depend on the Internet, including networks, cabling, facilities and equipment that is not in our control; accordingly (i) any representation made by us regarding access performance, speeds, reliability, availability, use or consistency of the Services are on a .commercial best efforts. basis, (ii) we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and (iii) data, messages, information or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed.
10. We will provide email or web form assistance on a reasonable efforts basis, via the email and forms specified on the Site with a target response of no longer than 48 hours. Assistance is limited to your problems using the Services or your Account and may exclude problems related to your equipment and software. We cannot guarantee the resolution of any particular problem or Services interruption, and your sole remedy in the event of your dissatisfaction or our failure to resolve any particular problem is to terminate the Agreement as set out below.
Acceptable Use and Prohibitions
11. You agree to fully abide by each of the following terms and conditions regarding the acceptable and prohibited use of the Services:
- Lawful Use. The Services may be used only for lawful purposes.
- Prohibited Conduct. Without limiting the generality of the foregoing, you further agree that you will not, in connection with the Services or your Account:
- post, upload, reproduce, distribute or otherwise transmit (A) unauthorized or unsolicited commercial e-mail, junk or bulk e-mail, chain letters or other .spam. (whether or not using e-mail services, such as Instant Messaging spam) or any other duplicative or unsolicited messages, surveys, contests or pyramid schemes, (B) any information, material or software that contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive or surreptitious component, (C) inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information, (D) information or materials where such activity gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of us or any third party; such violations including engaging in copyright infringement, invasion of privacy, trademark infringement and defamation, or (E) information or materials where such activity constitutes a criminal offence, or otherwise engage in or assist others to engage in any criminal offence; such offences including communicating hatred, pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity and child pornography;
- engage in threats, harassment, intimidation, stalking or abuse or any conduct that violates the legal rights of others, including the rights of minors and rights relating to privacy and publicity;
- scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass;
- forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Services;
- impersonate or falsely represent your association with any person, including a representative of us;
- disrupt or threaten the integrity, operation or security of any Service, any computer or any Internet system;
- violate this Agreement as it may be updated from time to time;
- share, resell, reproduce, copy, distribute, redistribute, or exploit for any commercial purposes, any portion of, use of or access to, any Service, except where expressly authorized by us;
- extract, gather, collect, or store personal information about others without their express consent; or
- allow any other person or entity to engage in any of the foregoing activities while using your Account.
- Notification regarding Prohibited Use. If at any time you become aware of any violation, by any person or entity, of the acceptable use rules set out above, which involves the Services or your Account, you agree to immediately notify us and provide us with assistance, as requested, to stop or remedy such violation.
- Our Remedies. Without limiting any of our rights, we may suspend, restrict or terminate your Services or Account without notice if, in our sole and absolute discretion, we determine or believe that you have violated any of the acceptable use rules set out above.
12. ou acknowledge and agree that:
- Third-Party Content including text, software, music, sound, photographs, video, graphics or other material accessed or available through the Services or the Internet may be owned by parties other than you (including us and third parties) and may be protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws;
- Our Content Except where expressly stated otherwise, all programs, Services, documentation, software, processes, designs, technologies, URLs, materials and all other things comprising the Services (collectively, our .IP.) are owned by us, our licensors or our suppliers and are protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. You agree our IP is supplied subject to the terms of this Agreement, including the disclaimers and limitations of liability herein. Unless otherwise expressly authorized by us or in the applicable Software license, you agree not to:
- copy, modify, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in our IP;
- distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover the source code, of our IP;
- remove any proprietary notices or labels on or in our IP; or
- allow any other person or entity to engage in any of the foregoing activities.
- Your Content. We does not claim ownership of information, data, materials or other content (collectively, your .Content.) that you post, upload, input, provide, submit or otherwise transmit to us, or any third party, using the Services; however, you agree that by posting, uploading, inputting, providing, submitting or otherwise transmitting the Content to us or any third party using the Services, you have thereby granted us a royalty-free, non-exclusive license to use, copy, distribute, transmit, display, edit, delete, publish and translate such Content to the extent reasonably required by us to provide the Services to our customers or to ensure adherence to or enforce the terms of this Agreement;
- Advertising. We shall have the right, without notice, to insert advertising data into the Services, so long as this does not involve our transmission of any of your personal information in contravention of the Privacy Statement;
- Public Transmission the technical processing and transmission of the Services, including the Content and other content, materials or other information, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices; and
- Caching You further acknowledge that any Content, materials or information that you may access through the Services may be subject to .caching. or other policies and procedures at intermediate locations on the Internet.
Compliance Measures and Complaints
13. You agree that we may, without notice or liability, disclose to third parties any of your information or any Content, information or materials associated with an Account, monitor use of the Services and monitor, review and retain such Content, material or information if we believe in good faith that such activity is reasonably necessary to provide the Services to customers, ensure adherence to or enforce the terms of this Agreement, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others. If we receive a complaint relating to use of the Services by you or through your Account, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability: investigate the complaint; restrict, suspend or terminate any Accounts or Services involved; or remove any Content, information or materials from our servers.
14. DISCLAIMERS AND LIMITS OF LIABILITY
14. Customer Acknowledgement YOU ACKNOWLEDGE AND AGREE THAT:
- ALL USE OF ANY PRODUCTS OR SERVICES PROVIDED BY US IS AT YOUR OWN RISK;
- THE SITE(S) WHICH YOU MAY VISIT WHILE USING THE SERVICES MAY CONTAIN LINKS TO OTHER WEB SITES. THESE LINKS ARE PROVIDED SOLELY AS A CONVENIENCE TO YOU AND THE INCLUSION OF ANY SUCH LINK DOES NOT IMPLY ENDORSEMENT, INVESTIGATION OR VERIFICATION BY US OF SUCH WEB SITES OR THE INFORMATION CONTAINED THEREIN; AND
- ALL PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS and AS AVAILABLE BASIS.
15. DISCLAIMER OF WARRANTIES. WE MAKE NO CONDITIONS, WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, USABILITY, SECURITY, QUALITY, CAPACITY, PERFORMANCE, AVAILABILITY, TIMELINESS OR ACCURACY OF THE SERVICES OR ANY OTHER PRODUCTS SUPPLIED UNDER THIS AGREEMENT. WE EXPRESSLY DISCLAIM ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY USAGE OF TRADE, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE HOWSOEVER.
16. NO LIABILITY NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL WE, OUR AFFILIATES, OR OUR CONTROLLING PARTIES, AGENTS, EMPLOYEES, SUPPLIERS, RESELLERS AND DISTRIBUTORS (COLLECTIVELY, IN SECTIONS 17 THROUGH 19, WE OR US) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OR LOSSES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OPPORTUNITY, EARNINGS, USE OR DATA, ARISING DIRECTLY OR INDIRECTLY FROM OR RELATED TO THIS AGREEMENT OR THE USE, NON-USE, OR INSTALLATION OF THE SERVICES OR ANY SOFTWARE, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF ONE OR MORE OF US HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, INCLUDING DAMAGES OR LOSSES ARISING FROM OR IN ANY WAY RELATED TO THE FOLLOWING:
- SENDING, RECEIVING, NOT SENDING, NOT RECEIVING, LOSS, DELETION OR ALTERATION OF ANY TRANSMISSIONS, DATA, OR TRANSACTIONS ENTERED INTO THROUGH OR USING THE SERVICES;
- ANY SUSPENSION, CURTAILMENT, RESTRICTION, TERMINATION OR OTHER LIMITATION PLACED ON YOUR SERVICES OR YOUR ACCOUNT;
- ANY ACT OR OMISSION OF YOU OR ANY THIRD PARTY, INCLUDING ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONDUCT OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS;
- ANY LOSS OR DAMAGE TO YOUR CONTENT OR OTHER DATA ARISING DIRECTLY OR INDIRECTLY OUT OF USE OR NON-USE OF THE SERVICES OR RELATED COMPONENT;
- THE PERFORMANCE OF THE INTERNET OR THE SERVICES;
- THE CONTENT OR ACCURACY OF ANY MATERIAL, INFORMATION OR DATA (INCLUDING ANY SOFTWARE) RELATED TO THIS AGREEMENT OR VIEWED, DOWNLOADED, ACCESSED OR TRANSMITTED USING, OVER OR THROUGH THE INTERNET OR THE SERVICES, INCLUDING MATERIAL WHICH INFRINGES THE RIGHTS OF OTHERS OR OTHERWISE VIOLATES LAWS OR REGULATIONS; AND
- DELAYS, ERRORS, INTERRUPTIONS, MISTAKES, OMISSIONS, NON-DELIVERY, INCORRECT DELIVERY, VIRUSES, TROJAN HORSES, SPYWARE, SPAM OR DEFECTS IN THE TRANSMISSION OF ANY INFORMATION, MATERIAL OR DATA OVER OR THROUGH OUR SYSTEMS OR NETWORKS OR THE SYSTEMS OR NETWORKS OF THIRD PARTIES.
17. APPLICABILITY SOME JURISDICTIONS PROHIBIT THE DISCLAIMER OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OF CERTAIN TYPES OF LIABILITY. IN SUCH CIRCUMSTANCES, TO THE EXTENT THAT SUCH PROHIBITIONS PROHIBIT ANY EXCLUSIONS AND LIMITATIONS IN THIS AGREEMENT, SUCH EXCLUSIONS AND LIMITATIONS WILL NOT APPLY TO YOU STRICTLY TO THE EXTENT NECESSARY TO MAKE THIS AGREEMENT CONSISTENT WITH SUCH PROHIBITIONS.
18. INDEMNITY You agree to indemnify and hold harmless each of US from all demands, claims, awards, actions, proceedings, damages, losses, costs, charges and expenses, including legal fees, incurred by or made against any of US, which result from or relate to:
- any failure or outage of the Service;
- access to or use, by you or any third party, of the Services, or your Account; or
- any of your acts or omissions, including breach or non-performance of this Agreement and any violation of third party rights.
Termination by You. You may stop using the Services at any time. You may cancel your Account or any Services by cancelling direct with us by e-mail or letter to us at the address identified on the Site.
Please be advised only the Account holder may terminate their Account. Termination by us We may, in our sole discretion, suspend, restrict or terminate your Services or your Account, effective at any time, without notice to you, for any reason, including because:
- the operation or efficiency of the Services or our or any third party.s equipment or network is impaired by the use of the Services from your Account;
- we have received a third party complaint which relates to the use or misuse of the Services from your Account;
- you have been or are in breach of any term or condition of this Agreement; or
- the Account contains invalid contact information
19. Interpretation In this Agreement, (a) the captions and headings used in this Agreement are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the Customer Contents of this Agreement (b) the word including, the word includes and the phrase such as, when following a general statement or term (whether or not non-limiting language such as without limitation or but not limited to or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word or between two or more listed matters does not imply an exclusive relationship between the matters being connected, (c) all references to web-site addresses or URLs shall also include any successor or replacement web sites containing substantially similar information as the referenced web site(s), and (d) all monetary amounts expressed are in Canadian dollars.
21. Waiver of Rights and Remedies Our failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between you and us nor trade practice shall act to modify any provision of this Agreement. Our rights, powers and remedies in this Agreement, including without limitation the right to suspend, restrict or terminate any Service or Account, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity.
22. Severability If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.
23. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia. You hereby irrevocably consent to the exclusive jurisdiction of the courts of the Province of British Columbia in connection with any matter arising under this Agreement.
24. Limitation Period Except as set out in Section 9(i), any cause of action you may have with respect to this Agreement or the Services must be commenced within one year after the claim or cause of action arose, or it shall be barred.
25. Assignability We may at any time assign our rights and obligations under this Agreement, in whole or in part, without notice to you. You may not assign this Agreement. This Agreement will enure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.
26. Survival The following provisions shall survive termination of this Agreement: Sections 8, 9(a), 9(e), 9(f), 9(g), 9(h), 9(i), 10, 12, 13, 15, 16, 17, 18, 19, 22 through 33 (inclusive) and any other provisions that, by their meaning, are intended to survive termination.
27. Relationship You agree that no joint venture, partnership, employment or agency relationship exists between us and you as a result of this Agreement or use of your Account or any Services.
28. Force Majeure Neither party shall be responsible for a failure to fulfil its obligations under this Agreement or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable control, such as acts of God, acts of government, war, riots, strikes and accidents in transportation.
29. Entire Agreement This Agreement, as amended from time to time, including any and all documents, web sites, rules, terms and policies referenced herein, constitutes the entire agreement between us and you with respect to the matters referred to in this Agreement and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between us and you with respect to such matters.
30. English Language The parties have requested and agree 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 soinet rédigés en anglais.
Last Updated: February 20, 2008