TERMS AND CONDITIONS
Lasted Updated: [October 11, 2017]
Please read these Terms and Conditions (the “Terms”) carefully. These Terms govern your use of the Mormak Equipment Inc. (“Mormak“, “we“, “us” or “our“) website accessible at mormak.com and all associated webpages (the “Site”).
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SITE, YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTAND THESE TERMS, AND THAT YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT (THE “AGREEMENT”) WITH MORMAK SUBJECT TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THE SITE.
Wherever used in these Terms, “you”, “your” or similar terms means the person or legal entity accessing or using the Site. If you are accessing or using the Site on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms.
1. MODIFICATION OF TERMS
Mormak reserves the right to modify these Terms, at any time and without prior notice. If Mormak modifies these Terms, Mormak will post the changes via the Site. Your continued use of the Site following our posting of the changes will mean that you accept and agree to such changes. You are responsible for regularly consulting the current version of the Terms prior to your use of the Site. If the modified Terms are not acceptable to you, you must stop using the Site.
2. USER CONDUCT
2.1 You agree not to use the Site to: (i) engage in conduct that would constitute a criminal or quasi-criminal offence, that would give rise to civil liability, or that would otherwise violate any applicable local, provincial, state, federal or international law or accepted Internet protocol; (ii) communicate, transmit, upload or post information that is inaccurate, incomplete, misleading, false or libellous; (iii) communicate, transmit, upload or post information or material that infringes intellectual property rights, privacy rights, rights of publicity or any other rights of any person; (iv) communicate, transmit, upload or post material that is obscene, vulgar, pornographic, abusive, defamatory, threatening, racist, sexist or otherwise objectionable; (v) attempt to interfere with or gain unauthorized access to the Site or its related systems or networks; (vi) use the Site for any commercial or other purposes that are not expressly permitted by these Terms; (vii) use any robot, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Site for any purpose; or (viii) otherwise use the Site in a manner that could, in the opinion of Mormak, adversely affect the ability of other users to use the Site or the Internet, including post or transmit information or data containing worms, viruses, Trojan horses or other disruptive components.
2.2 Mormak reserves the right to prevent or suspend your access to the Site if you do not comply with these Terms or any applicable law.
3. INTELLECTUAL PROPERTY
3.1 You acknowledge and agree that the Site, including without limitation, all information, materials and content that Mormak makes available in association with or through the Site, is the sole and exclusive property of Mormak and its licensors, and is protected by Canadian, United States, European and international laws, including without limitation, copyright, patent, trademark and other intellectual property laws. All rights, title, and interest in the foregoing not expressly granted under these Terms are reserved by Mormak. Without limiting the generality of the forgoing, Mormak owns the trademarks and design marks, trade dress, domain names, service names, logos and associated designs (“Trademarks”) used in connection with the Services and any unauthorized use of the Trademarks is strictly prohibited.
3.2 If you submit any suggestions, comments or other feedback (“Feedback“) to Mormak regarding the Site, you agree that Mormak shall have a worldwide, perpetual, irrevocable, unrestricted, unlimited and fully paid-up right and license to use, copy, modify, publish, disclose, distribute, license, sublicense, incorporate into its products or Site, and create derivative works of, any Feedback or any ideas or materials contained in or resulting from any Feedback, for any and all commercial and non-commercial purposes. For greater certainty, you agree that Mormak may use and exploit any Feedback in any way at our discretion, without attribution, compensation or obligation to you or to any other party.
5. ACCURACY OF INFORMATION
All information and materials on the Site are provided for general information purposes only and do not constitute technical, financial or legal advice and should not be relied on for any purposes. Furthermore, Mormak products, goods and services may not be exactly as depicted or described on the Site, and not all products, goods or services depicted or described on the Site may be offered by Mormak or available for purchase.
6. DISCLAIMER OF WARRANTIES
6.1 YOU ACKNOWLEDGE AND AGREE THAT THE SITE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MORMAK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MORMAK EXPRESSLY DISCLAIMS THAT: (I) THE SITE WILL MEET YOUR EXPECTATIONS OR SATISFY YOUR REQUIREMENTS; (II) THE SITE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SAFE, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE; (III) THE RESULTS OBTAINED FROM YOUR USE OF THE SITE WILL BE COMPLETE, ACCURATE, RELIABLE OR USEFUL; AND (IV) THAT ANY ERRORS OR DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SITE WILL BE CORRECTED.
7. LIMITATION OF LIABILITY
7.1 YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MORMAK WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MORMAK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR RELATED TO: (I) THE ACCESS TO OR USE OF THE SITE, INCLUDING ANY CONTENT, PRODUCTS, OFFERINGS, INFORMATION OR OTHER MATERIAL AVAILABLE THROUGH THE SITE; (II) ANY ERRORS OR OMISSIONS IN THE SITE; (III) THE SUSPENSION OR TERMINATION OF YOUR ABILITY TO ACCESS OR USE THE SITE; (IV) ANY INTERRUPTION TO OR CESSATION OF THE DELIVERY OF THE SITE OR FAILURE OF OUR SYSTEMS; (V) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (VI) UNAUTHORIZED ACCESS TO OR ALTERATION OF OUR SYSTEMS OR YOUR TRANSMISSIONS, DATA AND/OR PERSONAL INFORMATION; (VII) STATEMENTS OR CONDUCT OF ANY USER OR OTHER THIRD PARTY USING THE SITE;
(VIII) ANY BUGS, VIRUSES OR THE LIKE THAT ARE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; OR (IX) ANY OTHER MATTER OR EVENT RELATING TO YOUR OR ANY OTHER PARTY’S USE OF THE SITE. YOU ACKNOWLEDGE AND AGREE THAT IF YOU ARE DISSATISFIED WITH OR HARMED BY THE SITE, OR WITH ANYTHING RELATED TO THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY WILL BE TO DISCONTINUE USE OF THE SITE.
You agree to defend, indemnify and hold us, our affiliates and licensors, and each of our and their respective officers, partners, directors, employees and agents, harmless from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (i) your access to or use of the Site; (ii) your violation of these Terms; or (iii) your violation of any third party right, including without limitation, any intellectual property, privacy or proprietary right, or obligation of confidentiality. You will use your best efforts to cooperate with Mormak in the defense of any claim. Mormak reserves the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
9. THIRD PARTY SERVICES
The Site may enable you to access third party websites, applications or materials linked to or accessible through the Site (“Third Party Services”). Mormak provides access to Third Party Services as a convenience only, and such access does not imply any warranties, representations, endorsements, approvals or verification by Mormak of such Third Party Services. You acknowledge that the use of Third Party Services may be subject to the terms and conditions of such Third Party Services, and that any contract entered into or transaction completed through Third Party Services is between only you and the relevant third party.
10.1 Governing Law. You agree that these Terms, and your use of the Site, are governed exclusively by the laws of the Province of British Columbia and the federal laws of Canada applicable therein (excluding conflicts and choice of laws principles). Any contract formed through the use of the Site will be deemed to have been formed and executed within the Province of British Columbia, Canada. The application of the United Nations Convention on Contracts for the International Sale of Goods is
hereby expressly excluded. All disputes under these Terms will be resolved by a court of competent jurisdiction located in Vancouver, British Columbia, Canada, provided that the courts in any relevant venue will have jurisdiction for the purposes of obtaining and enforcing injunctive or other equitable relief.
10.2 Force Majeure. Neither party shall be liable for delay or failure in performance (other than the making of payments) resulting from any cause beyond the reasonable control of such party, including but not limited to, acts of God, acts of war, riot, fire, flood, or other disaster, acts of government, strike lockout, power failures, or the inability to use or the failure of any third party telecommunications carrier or other Site, which events or conditions prevent in whole or in part the performance by such party of its obligations hereunder or which renders the performance of such obligations so difficult or costly as to make performance commercially unreasonable.
10.3 Assignment. You may not assign any of your rights or obligations under these Terms without our prior written consent. Mormak may freely assign our rights and obligations under these Terms, either in part or in full, without notice to you.
10.4 Notice. Mormak may communicate with you about the Site or these Terms, including any changes to these Terms, by posting notices via the Site. Unless expressly prohibited by law, you consent to receive communications relating to the Site or our business relationship from Mormak electronically, and agree that all notices, waivers, agreements, disclosures and other communications satisfy any legal requirements that such communications be in writing. You may provide legal notice to Mormak at 8140 Becketts Rd, Vernon, BC, V1B3V3.
10.5 Nature of Relationship. Nothing in these Terms or from your use of the Site will create or be deemed to create any partnership, joint venture, agency, franchise or other business relationship between you and Mormak, even if your use of the Site is for a commercial purpose which has been authorized by us. You and Mormak will, at all times, be and remain independent, third-party contractors.
10.6 Severability. The provisions of these Terms are severable. If any individual provision is held to be invalid, unenforceable or contrary to applicable law, such provision shall be construed, limited, altered or deleted, as necessary, to eliminate the invalidity, unenforceability or conflict with applicable law while endeavoring to preserve the intention of these Terms, and all other provisions shall remain in full force and effect.
10.8 Waiver. The failure by Mormak to exercise or enforce any right or remedy under these Terms will not constitute a waiver of such right or remedy.
10.9 Contact. If you wish to contact Mormak with any questions, comments or concerns regarding the Site or these Terms, please refer to our Contact Us [https://mormak.com/contact-us/] page.