1. Acceptance of Terms
2. Available Resources
From time to time, 2529513 Ontario Inc. operating as Optovia (“Optovia”) may make available software, information, and other resources (the “Resources”) through the Site. Except as explicitly provided to the contrary, all such software, information and other resources made available on the Site shall be subject to the TOU. You understand and agree that the Resources are provided “as-is” and that Optovia assumes no responsibility for the timeliness, accuracy, deletion, mis-delivery or failure of content.
3. Your Registration Obligations
In consideration of access to the Site and the Resources, you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by Optovia’s registration form (such information being the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Optovia has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Optovia has the right to suspend or terminate your account and refuse any and all current or future use of the Resources (or any portion thereof).
When you register for access, you are certifying that you are at least 18 years of age. If you are not 18 years of age you must not access the Site or the Resources. Responsibility for ensuring that users are 18 year of age or more lies with the user, and is not the responsibility of Optovia. By accepting these TOU you are verifying that you are 18 years of age or more.
5. Member Account, Password, and Security
Your login and password are provided upon completing Optovia’s registration process. You are responsible for maintaining the confidentiality of the password, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Optovia of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session. Optovia shall not be liable for any loss or damage arising from your failure to comply with this Section 5 or any compromise of your account credentials, or actions resulting from said compromise.
6. Member Conduct
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (“Content”), however, uploaded, are the sole responsibility of the person from which such Content originated. By uploading content, you are acknowledging to Optovia that you are not breaking or infringing upon any copyrights by uploading said content. You are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Site. Optovia does not control the Content posted by its members and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Site, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Optovia 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 any Content posted, e-mailed or otherwise transmitted via the Site.
You acknowledge that Optovia does not pre-screen Content, but Optovia and its agents shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is uploaded to the Site. Without limiting the foregoing, Optovia and its agents shall have the right to remove any Content that violates the TOU or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Optovia or submitted to Optovia.
You acknowledge and agree that Optovia may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOU; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Optovia, its users and the public.
You understand that the technical processing and transmission of information through the Site, including your Content, may involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
7. Special Admonitions for International Use
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from Canada or the country in which you reside.
8. Uploaded Content
With respect to all Content you elect to upload via the Site, you grant Optovia a royalty-free, worldwide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed.
You agree to indemnify and hold Optovia and its subsidiaries, affiliates, officers, agents, and employees harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of Content you submit, post to or transmit through the Site, your use of the Resources, your connection to the Site, your violation of the TOU, or your violation of any rights of another.
10. No Resale of Resources
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Site, Resources or Content.
11. General Practices Regarding Use and Storage
You acknowledge that Optovia may establish general practices and limits concerning use of the Site, including without limitation the maximum number of days that messages, job postings, classified ads, or other uploaded Content will be retained, the maximum number of messages that may be sent from or received by an account, the maximum size of any message that may be sent from or received by an account, the maximum disk space that will be allotted on Optovia’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Site in a given period of time. You agree that Optovia has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted through the Site. You acknowledge that Optovia reserves the right to log off or close accounts that are inactive for an extended period of time. You further acknowledge that Optovia reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
12. Modifications Without Notice
Optovia reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site or any part thereof with or without notice. You agree that Optovia shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.
You agree that Optovia, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Site, and remove and discard any Content uploaded to the Site, for any reason. You agree that any termination of your access to the Site under any provision of this TOU may be effected without prior notice, and acknowledge and agree that Optovia may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site. Further, you agree that Optovia shall not be liable to you or any third-party for any termination of your access to the Site.
14. Dealings with Advertisers
Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Optovia shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Site.
Optovia and/or third parties may provide links to other websites or resources through the Site. Because Optovia has no control over such sites and resources, you acknowledge and agree that Optovia is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Optovia shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such website or resource.
16. Optovia Proprietary Rights
You acknowledge and agree that the Site and any necessary software used in connection therewith (the “Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Site is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by the applicable rightsholder(s), you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on any Resources, Content or Software, in whole or in part.
Optovia grants you a personal, non-transferable and non-exclusive right and license to use the object code of the Software on a single computer provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Site. You agree not to access the Site by any means other than through the interface that is provided by Optovia for use in accessing the Resources and/or Content.
17. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND OPTOVIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT.
18. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT OPTOVIA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF OPTOVIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (v) ANY OTHER MATTER RELATING TO THE SITE.
19. General Terms
The TOU constitute the entire agreement between you and Optovia and govern your use of the Site, superseding any prior agreements between you and Optovia. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The TOU and the relationship between you and Optovia shall be governed by the laws of the Province of Ontario without regard to its conflict of law provisions. You and Optovia agree to submit to the personal and exclusive jurisdiction of the courts located within Ottawa, Ontario. The failure of Optovia to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site, the Resources, the Content or the TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in the TOU are for convenience only and have no legal or contractual effect.