Terms of Service

PLEASE READ. YOUR USE OF THIS WEB SITE IS SUBJECT TO THESE TERMS OF SERVICE AND OUR PRIVACY POLICY.

This web site is owned and operated by Cookiegrams Ltd. (CL) These terms of service ("Terms of Service") apply to and govern your use, and any use by another person, of your User Account, as well as your use of this Site and the Services (as defined below). Your use of the Site and/or any Service signifies your agreement to be bound by these Terms of Service and CL's online Privacy Policy ("Privacy Policy"), which is hereby incorporated by reference.

For purposes of the Terms of Service, the following defined terms shall have these meanings: (i) "Service(s)" shall mean any and all services on, or provided by, the Site, whether or not such services are also provided or delivered by other means or media such as wireless devices; (ii) "Site" shall mean this set of interconnected internet web pages, including the homepage, that have been prepared and maintained as a collection of information by CL; (iii) "Site Content" shall mean any and all human readable patent audio and/or visual elements of this Site, created or owned by CL, or third parties, including, without limitation, any text, graphics, images, illustrations, photographs, animations, video, audio or audiovisual works, designs, logos, information, and other content made available through the Site; (iv) "Site Code" shall mean any and all underlying elements of the Site, including without limitation, source code, script, object code, software, computer programs, and other sets of statements and instructions contained in the underlying Site; and (v) "User Account" shall mean any account created by you through a registration process in which you provide information identifying you to CL's operating systems for the purpose of accessing or using certain Services.

LICENSE TO USE THE SITE

CL grants you a non-exclusive, non-transferable, limited right and license to access, use and privately display the Site and the Site Content as described herein for your use only, by way of one (1) computer connected to the Site over the Internet, provided that you comply fully with these Terms of Service. You may "cache" pages of the Site for the sole purpose of increasing the speed and efficiency at which you access the Site. Any other copy or use of a portion of the Site is not authorized, will be a violation of these Terms of Service and will constitute a copyright violation. You shall not interfere, or attempt to interfere, with the operation of the Site in any way through any means or device, including, but not limited to, spamming, hacking, uploading computer viruses or time bombs, or any other means expressly prohibited by any provision of these Terms of Service or by law.

CHANGES TO SITE AND/OR TERMS OF SERVICE

CL reserves the right, at its sole discretion, to change, modify, add or remove any portion of the Site, the Site Content, the Terms of Service, and/or the Privacy Policy, in whole or in part, at any time. Changes to the Terms of Service and Privacy Policy will be effective when posted. You agree to review the Terms of Service and Privacy Policy periodically to become aware of any changes. Your use of the Site after any changes to the Terms of Service and/or Privacy Policy are posted will be considered acceptance of those changes and will constitute your agreement to be bound thereby.

CHANGES IN SITE OWNERSHIP

You will be deemed to have consented to the disclosure to, and use by, a subsequent owner or operator of the Site, of any information about you contained in the applicable CL database, to the extent CL assigns its rights and obligations regarding such information in connection with a business reorganization, merger, acquisition, or sale of all or substantially all of CL's assets, or in connection with a business reorganization, merger, acquisition or sale of all or substantially all of the assets related to this particular Site to a subsequent owner or operator. In the event of such a business reorganization, merger, acquisition, or sale, your continued use of the Site signifies your agreement to be bound by the Terms of Service and Privacy Policy of the Site's subsequent owner or operator.

OWNERSHIP OF TRADEMARKS, COPYRIGHTS, INTELLECTUAL PROPERTY

The Site, Site Content, Site Code, and all copyrights, trademarks, service marks, trade names and all other intellectual property or property rights therein (including, but not limited to, Cookiegrams® are proprietary to and are owned by CL and/or its licensors and content providers, and are protected by applicable domestic and international copyright laws. Unless expressly permitted in writing by CL, you shall not copy, capture, reproduce, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit in whole or in part the Site, the Site Content or Site Code, or otherwise use the Site, Site Content or Site Code on any other web site, other networked computer environment, or in any medium now known or hereafter developed (each, an "Unauthorized Use").

Any Unauthorized Use constitutes an infringement of the copyrights and other proprietary rights of CL and/or its licensors and content providers and constitutes a violation of these Terms of Service. Any violation of copyright laws may be subject to severe civil and criminal penalties.

SUBMISSIONS

CL is pleased to hear from its customers and welcomes your comments regarding CL products and services, including this Site. Unfortunately, however, CL's long-standing company policy does not allow it to accept or consider creative ideas (including operating ideas, designs, and original artwork, etc.), suggestions, or materials other than those it has specifically requested (see below). While we value your feedback, we request that you be specific in your comments regarding our services and products, and that you not submit any creative ideas, suggestions, or materials. It is the intent of this policy to avoid the possibility of future misunderstandings when projects developed by CL's professional staff might seem to others to be similar to their own creative work.

If, at our request, you send or post (i.e., via contests) certain specific submissions, or, despite our request that you not send us any creative ideas, suggestions or other materials, you do so anyway (collectively, the "Submissions"), the Submissions shall be deemed, and shall remain, the exclusive property of CL. None of the Submissions shall be subject to any obligation of confidence on the part of CL, and CL shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, CL shall exclusively own the copyright and all now known or hereafter existing rights to the Submissions of every kind and nature, in perpetuity, throughout the world, and CL shall be entitled to use, reproduce, modify, adapt, publish, translate, license, create derivative works from and distribute such materials or incorporate such Submissions into any form, medium, or technology now known or later developed throughout the universe, for any purpose whatsoever, commercial or otherwise, without compensation to those who provide the Submissions. In addition, you warrant that your Submissions do not violate any person's so-called "moral rights" or other similar or analogous rights under any applicable laws in any country or region of the world. Applicable law may restrict or limit the foregoing provisions of this paragraph. If so, without limitation of the foregoing, you agree that, in no event, shall CL's total liability exceed five hundred dollars ($500.0).

You agree to indemnify CL for any and all claims, damages, losses, and causes of action arising as a result of your Submissions or your failure to comply with the Terms of Service.

Please refer to the GUIDELINES FOR USE OF THE SERVICES below for additional information concerning Submissions.

CL SERVICES AND RULES FOR USE

As a convenience to its visitors, CL may provide, from time to time and at its sole discretion, one or more Services, such as e-mail functions, polls, surveys, and other services. These Services are provided by CL to you and others subject to the Terms of Service, the Guidelines set forth below, the Privacy Policy, and other rules that may be published from time to time (collectively, the "Rules") by CL. CL currently provides the Services free of charge to users who agree to be bound and abide by the Rules. CL reserves the right to change the nature of this relationship at any time.

REGISTRATION AND ACCEPTANCE OF TERMS

In consideration for your use of the Services, you agree to (i) comply with the Rules, (ii) provide accurate, complete and true information about yourself as may be required on any registration form for Services ("Registration Information") in order to create your User Account, and (iii) maintain and update, as applicable, your Registration Information with current and complete information. Users who violate the Rules, or provide inaccurate, false, or non-current Registration Information may, at CL's sole discretion, have their User Accounts suspended or terminated, and may be permanently banned from using any current or future Services.

As part of your User Account, you will be responsible for creating, and maintaining the confidentiality of your password. We urge you to memorize your password or keep it in a secure place, away from the rest of your User Account information, as sharing your password with others may lead to unauthorized access to your User Account and the information therein. You agree that you will (i) immediately notify CL of any unauthorized use of your User Account, and (ii) ensure that you properly exit all Services at the completion of your use session. CL shall have no liability for any loss or damage arising from your use of a User Account, the Site or any Service, or your failure to comply with these requirements.

GUIDELINES FOR USE OF THE SERVICES

You are entirely responsible and liable for all activities conducted by you, and/or any other user of your User Account and of the Services. Listed below are some, though not all, violations that may result in CL terminating or suspending your User Account and/or access to CL Services. You agree not to do any of the following actions while using any CL Service:

•   Provide inaccurate, false, or non-current Registration Information;

•   Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, any regulations having the force of law while using or accessing any Services;

•   Invade the privacy or violate any personal or proprietary right of any person or entity; or

•   Infringe on the intellectual property rights or similar rights, including but not limited to copyrights and trademarks, of any person or entity.

LINKED SITES

This Site may frame, and/or contain links to or advertisements about, non-CL web sites. Other web sites may also reference, advertise, or link to the Site. CL does not endorse or sponsor other web sites and is not responsible for the content of such web sites. CL expressly disclaims any statements or assertions made on non-CL web sites, and denies all liability associated with your use of, and the content on, such other web sites and advertisements.

NON-CANADA RESIDENTS

CL makes no representation that the Site Content, including products or merchandise offered for sale on the Site, and their copyrights, trademarks, patents, and licensing arrangements, are appropriate or available for use in locations other than the Canada. Those who choose to access the Site from locations outside of the Canada do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

TERMINATION

You understand and agree that CL may, in its sole discretion and at any time, terminate your password, User Account, or use of any Services, and discard any and all Submissions submitted by you, for any reason. CL may also, in its sole discretion and at any time, discontinue this Site or Services or limit or restrict any user's access thereto, for any reason. You understand and agree that CL may take any one or more of these actions without any notice to you, prior or otherwise. Should CL take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your User Account, including your Registration Information. You understand and agree that CL shall not have any liability to you or any other person for any termination of your access to any Services and/or the removal of information concerning your User Account.

DISCLAIMER

THE SITE, SITE CONTENT, SITE CODE, AND SERVICES, ARE PROVIDED "AS IS" "WITH ALL FAULTS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CL DOES NOT WARRANT THAT THE AVAILABILITY OF OR THE FUNCTIONS CONTAINED IN THE SITE, SITE CONTENT, SITE CODE OR SERVICES, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE, SITE CONTENT, SITE CODE, OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE, SITE CONTENT, SITE CODE OR SERVER DO NOT VIOLATE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. CL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE, THE SITE CONTENT, THE SITE CODE OR THE SERVICES, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT CL) ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE, SITE CONTENT, SITE CODE, AND SERVICES, AS WELL AS THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IF THERE ARE ANY DEFECTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CL BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, SITE CONTENT OR SITE CODE, EVEN IF CL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WHILE CL TAKES PRECAUTIONS AGAINST SECURITY BREACHES, NO WEB SITE OR INTERNET TRANSMISSION IS COMPLETELY SECURE, AND AS SUCH, CL SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM UNAUTHORIZED ACCESS, HACKING, DATA LOSS, OR OTHER BREACHES THAT MAY OCCUR. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL CL'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO CL, IF ANY, FOR ACCESSING THIS SITE.

RISK OF LOSS

Title to products or merchandise passes from CL to you on shipment from CL's locations. Loss or damage that occurs during shipping by a common carrier is your responsibility.

APPLICABLE LAW

These Terms of Service shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without giving effect to its conflicts of law provisions. You hereby submit, through use of the Site, to the exclusive jurisdiction of the courts of the Province of Ontario for purposes of any and all litigation arising out of the use of this Site, or the purchase of any goods made through this Site. You waive any objections to the forum of Ontario for lack of venue, forum non conveniens, or any other jurisdictional ground.

Nothing in this paragraph shall prevent either party from seeking interlocutory and/or injunctive relief from a court of competent jurisdiction pursuant to the preceding paragraph.

THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING OUT OF OR RELATING TO THIS AGREEMENT WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

JURISDICTIONAL ISSUES

The Site is controlled and operated by CL from its offices within the Province of Ontario, Canada. Use of this Site constitutes your consent and submission to service of process under applicable Province of Ontario and Canadian Law and to personal jurisdiction in a court of competent jurisdiction in the Province of Ontario for the purposes of any legal action or claim pertaining to these Terms of Service, or arising from the use of your User Account and/or the Site or any Service.

SEVERABILITY

If any provision of these Terms of Service shall be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.

COMPLIANCE WITH LAWS

You agree to comply with all applicable laws, rules and regulations in connection with your activities under this Terms of Service.