Terms of Service
These terms of service (Terms of Service) are a legal agreement between Liricco Technologies Limited (Ontario), Liricco Technologies LLC (Delaware), Liricco Technologies Limited (Hong Kong) (Company) and you. These Terms of Service govern your access to and use of (i) Company’s website at www.valta.com (the Website), (ii) the Company’s product sold under the brand “Valta” (the Product), (iii) the services offered through the Website (the Web App), and (iv) the software that may be downloaded to your smartphone or tablet (the Mobile Apps). The Website, Product, Web App and Mobile Apps are collectively referred to herein as the Services. Wherever used in these Terms of Service, “you”, “your” or similar terms mean the person or legal entity using or accessing any of the Services, and “we”, “us” or “our” refers to Company.
BY ACCESSING, BROWSING AND/OR USING ANY OF THE SERVICES, OR BY REGISTERING WITH COMPANY, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THESE TERMS OF SERVICE.
Your access and use of the Services must be in accordance with these Terms of Service. If you violate these Terms of Service, you are no longer permitted to use the Services and Company may (but has no obligation to) terminate your ability to access or use the Services at any time. The suspension or termination of your access and use of the Services may delete information, files and other previously available content.
In consideration of the mutual promises, covenants, and conditions contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Company agree as follows:
Changes to these Terms of Service
Company reserves the right, in its sole discretion, to update, revise, supplement and to otherwise modify the Terms of Service, and to impose new or additional terms and conditions on your use of the Services from time to time. Such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions will be effective immediately and incorporated into the Terms of Service upon notice thereof, which may be given by any reasonable means including by posting to the Website. Your continued access, browsing or use of any of the Services following such notice will be deemed to conclusively indicate your acceptance of any and all Terms of Service. You are responsible for regularly reviewing the most current version of the Terms of Service which are currently available at www.valta.com/termsofservice.html
Your Use of the Services (Website, Product, Web App and Mobile Apps)
The Services are intended solely for users who are eighteen (18) years of age or older. Any registration by, use of, or access to the Services by anyone under the age of eighteen (18) is unauthorized, unlicensed, and in violation of these Terms of Service. You hereby expressly represent, warrant and confirm that you can form a binding contract with Company, you are at least eighteen (18) years old, and your use of the Services is in full compliance with the law of the jurisdiction(s) to which you are subject, and that you are not prohibited from using the Services under Canadian law or any other applicable laws.
In order to use the Services, you must have access to the Internet directly or through devices that access web-based content and pay any and all service fees associated with such access.
In using any of the Services, you shall at all times comply with all laws, statutes, codes, treaties, ordinances, orders, decrees, rules, regulations and municipal by-laws, judicial, administrative, ministerial, departmental or regulatory judgments, orders, decisions, rulings or awards of any governmental authority, policies, guidelines and protocols (Laws), including the Personal Information Protection and Electronic Documents Act (Canada) and any similar laws governing the protection of personal information or personal health information (Privacy Laws) including in connection with its collection, use and disclosure of personal information as defined by Privacy Laws.
You must not use the Services: (i) to engage in any illegal, fraudulent or unauthorized purpose, including in any way that violates Laws; (ii) in an way that violates or infringes the copyrights, rights of privacy or publicity, or any other rights of any person; (iii) to impersonate or misrepresent your identity or affiliation with any person or entity; (iv) to engage in verbal, physical, written or other abuse (including threats of abuse or retribution) of any Company customer, employee, member, or officer or any user of the Services; (v) to transmit or relay spam; (vi) to upload, post or submit information or materials, or otherwise make available to others using the Services: (A) any material that is libelous, defamatory, tortious, sexually explicit, hateful, obscene, harassing or otherwise actionable or objectionable material; (B) any unsolicited message or unauthorized advertising or promotional material; (C) any worms, viruses, Trojan horses, scripts, bots, bombs, spiders, or similar means, tool, programs, or algorithms to harvest, automatically download, or collect information, or any computer code or files of a destructive, damaging, disruptive, disabling or interfering nature (collectively, Viruses), or any information or materials that contain any of the foregoing; or (D) any material that is in a way that is detrimental to the operation of the Services or that could damage, disable or overburden the Services, or that is detrimental to the access or use of the Services by anyone else, which restriction applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering any information or materials.
You must not, without Company’s prior written permission (including the permissions granted by these Terms of Service): (i) log into a server or account which you are not authorized to access; (ii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) access or search, or attempt to access or search, the Services or data by any means (automated or otherwise) except through Company’s available interfaces; (iv) copy, distribute, modify, enhance, translate, reproduce, alter, tamper with, repair, sell, sublicense, rent, lease, make derivative works of, or otherwise attempt to exploit information or materials, other than your own Submissions (as defined below), on the Services; (v) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code (except to the extent that this restriction is expressly prohibited by law) underlying the Services; (vi) modify another website so as to falsely imply that it is associated with the Services, Company or any other Company products or services; (vii) create any frames at any other web sites pertaining to or using any of the content or Materials located at the Website for any purpose, unless specifically authorized by Company in writing to do so; or (viii) attempt to interfere with any of the Services provided to any user, host or network.
Violations of system or network security may result in civil or criminal liability. Company reserves the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.
You agree that you are only authorized to visit, view and to retain pages of the Website for your own authorized use. We post legal notices and various credits on pages of the Website, which may not be removed even in your permitted copies. You may not remove these notices or credits, or any additional information contained along with the notices and credits.
Your Use of Company’s Available Materials
Company may place text, graphics, photographs, pictures, drawings, animation, audio clips, video clips, logos, literature and other material on, through or in connection with the Website and Services in a way that will be easily accessible and useful for you (Materials).
You acknowledge and agree that, as between you and Company, Company and its licensors, affiliates and business partners have and retain all right, title and interest (including copyright, trademark, patent, trade secret and all other intellectual property rights) in and to the Materials in any form. You acquire no rights whatsoever in or to all or any part of Company’s Materials except for the limited use rights granted by these Terms of Service. All rights not expressly granted to you in these Terms of Service are reserved for Company and its licensors. You may not copy or exploit Materials except expressly in accordance with these Terms of Service or with the express written permission of Company and any other applicable copyright owner.
Certain words, phrases, names, designs, or logos used on the Materials may be trademarks, service marks or trade names of Company, its affiliates or third parties. The display of any such marks or names does not imply that a license has been granted to you or any third party by Company or other entities. Any unauthorized use or display of the trademarks or trade names belonging Company, its affiliates, related companies, and third parties and their licensors is strictly prohibited.
Materials are provided for general information only and should not be relied upon or used as the basis for making significant decisions without consulting primary or more accurate, more complete or more timely sources of information. Any reliance placed on the Materials on the Website or by use of the Services is at your own risk. The Website and the Materials may contain certain historical information which is not current and is provided for your reference only.
Company hereby grants to you, subject to the terms and conditions of these Terms of Service, a revocable, worldwide, limited, non-exclusive, non-transferable and non- assignable license to access and use the Materials subject to any limitations, restrictions or requirements specified in these Terms of Service (the Materials License).
Your Use of the Product
If you register with Company to access and use the Product, Company hereby grants to you, subject to the terms and conditions of these Terms of Service, a worldwide, limited, non-exclusive, non-transferable, non-sublicensable, and non-assignable license to access and use the Product subject to any usage limitations, restrictions or requirements specified herein (the License). The License includes your right to (i) use of the Web App in connection with, and solely for the purpose of controlling and monitoring the Product installed on your property (the Permitted Purpose), and (ii) install and use the Mobile Apps solely on your own handheld mobile device (e.g. iPhone, iPad, or Android smartphone) and solely for the Permitted Purpose.
Your access and use of the Product is subject to the following restrictions and limitations: (a) you shall not, except as may be expressly provided herein, (i) provide, disclose, sublicense, lease, rent or otherwise permit any other person to access, use, read, disseminate, transmit, distribute or reproduce the Product; (ii) adapt, translate, change, customize, enhance, augment, partially delete or alter, or otherwise modify the Product in any manner or to any extent whatsoever, whether in whole or in part; (iii) disassemble, decompile, reverse engineer, or otherwise in any manner deconstruct all or any part of the Product; (iv) transfer, sell, assign, or otherwise convey the Product to any party except as may be otherwise expressly provided for herein; (v) alter any proprietary notices appearing in the Product; (vi) access the Services in order to build a similar or competitive service; (vii) access (or attempt to access) any of the Services by means other than through the interface that is provided by Company; or (viii) remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Services.
You acknowledge and agree that all rights, title and interest in and to the Product and Services (including all intellectual property rights therein, including all copyright) is, and shall be, owned solely and exclusively by Company and/or its third party licensors, if any. Nothing in these Terms of Service shall, or shall be deemed or construed to assign, transfer or convey to you any title, rights or interest in any intellectual property, including copyrights, methodologies, ideas and concepts, in or to the Product other than the License or other rights specifically and expressly granted herein.
You acknowledge that, if you register with Company to access and use the Product, the Data (as defined herein) will be made available to you through the Internet or through devices that access web-based content, and you will pay any and all service fees associated with such access. You acknowledge that any use of the Product will be subject to pre-payment for such use in accordance with these Terms of Service.
When you use the Product, you may upload information and data typically generated by use of the Product, including but not limited to, data required by the Mobile Apps or Web App such as the type of home appliance connected to the Product, location of such home appliance, electricity rate table usage profile of such home appliance and any information related to your smartphone device (Data) and Company will make certain information available to you using the Data.
In these Terms of Service, Personal Information means any financial, medical, personal health information, or personal information as defined by Privacy Laws (as defined herein) (e.g., names, addresses, birthdates, driver’s license numbers, bank account numbers, passport numbers, credit card numbers, social insurance numbers, telephone numbers). In the event that Data does contain Personal Information, you covenant and agree that any and all such Personal Information will be, or has been, collected with the consent of each individual to which such Personal Information relates (if such consent is required under applicable Privacy Laws), and you covenant that you will obtain such consent in a manner that allows the parties hereto to use the Data as contemplated in these Terms of Service. You covenant and agree that Personal Information in the Data will be used only for the purposes for which the Personal Information was initially collected or for a subsequent purpose for which consent is subsequently obtained, or has been collected, used or disclosed for a purpose in respect of which consent may, under applicable Privacy Laws, be implied, including as contemplated by these Terms of Service. You shall use best efforts to protect and safeguard any Personal Information in the Data against unauthorized collection, use or disclosure, as provided by applicable Privacy Laws and shall cause its representatives to observe the terms of this Section 5(g) You acknowledge and agree that Company will not be liable for any loss or damages you or a third party may suffer as a result of any use or disclosure of any Personal Information.
By making Data available to Company through use of the Product, you grant Company and its licensors and third party service providers a non-exclusive, worldwide, sub-licensable, royalty-free, fully paid up license to: (i) use, copy, reproduce, store, adapt, translate, make derivative works from, process, adapt, and transmit, Data for the sole purpose of proving you with Products; (ii) access Data to respond to service or technical problems; (iii) access Data in order to monitor compliance with these Terms of Service; and (iv) access Data in order to determine if you have breached these Terms of Service (the Data License).
You acknowledge and agree that, as between you and Company, Company and its licensors, affiliates and business partners have and retain all rights, title and interest (including copyright, trademark, patent, trade secret and all other intellectual property rights) in and to the Services or any part thereof in any form. You acquire no rights whatsoever in or to all or any part of the Services except for the limited use rights granted by these Terms of Service. All rights not expressly granted to you in these Terms of Service are reserved for Company and its licensors. You may not copy or exploit Services except expressly in accordance with these Terms of Service or with the express written permission of Company and any other applicable copyright owner. When you use the Product and receive Services from Company, Company grants to you, subject to the terms and conditions of these Terms of Service, a revocable, worldwide, limited, non-exclusive, non-transferable and non-assignable license to access and use the Services or any part thereof subject to any limitations, restrictions or requirements specified in these Terms of Service (the Product License). You may only use the Services or any part thereof in the form delivered to you and may not be subject to any further automated or systematic processing and may not be used for benchmarking or any other commercial purpose. You may not use, and shall not authorize any third party to use, any Service or any part thereof, or to provide or to enable the provision of alerts. You agree not to otherwise reproduce, copy, modify, decompile, disassemble, create any derivative works of, or reverse engineer any portion of the Services or any part thereof, and may not transfer or distribute it in any form, for any purpose.
You acknowledge that Company makes the Data and Services available to you through the Internet. You acknowledge that your Data will be maintained on computer servers and equipment not necessarily in Canada or in the possession or control of Company and made accessible to you through the Internet. You acknowledge that Company may use third party service providers and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Product, Mobile Apps and Web App and store any Data you upload, submit or post to the Website.
You acknowledge that Company reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.
You acknowledge that Company may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services or any part thereof (Updates). You acknowledge that you may be required to install Updates to use the Services and you agree to promptly install any Updates Company provides. In addition, you acknowledge that Company may update the Services or any part thereof without requiring any additional consent or action from you, and you consent to Company updating the Services, as described above. If you do not want such Updates, you may cease utilizing the Services altogether.
You acknowledge that products are provided for general information only and should not be relied upon or used as the basis for making significant decisions without consulting primary or more accurate, more complete or more timely sources of information. Any reliance on the Services is at your own risk. The Website, Mobile Apps and Web App may contain certain historical information which is not current and is provided for your reference only.
Certain words, phrases, names, designs or logos used in the Services may be trademarks, service marks or trade names of Company, its affiliates or third parties. The display of any such marks or names does not imply that a license has been granted to you or any third party by Company or other entities. Any unauthorized use or display of the trademarks or trade names belonging Company, its affiliates, related companies, and third parties and their licensors is strictly prohibited.
You understand and agree that the Services are licensed, not sold, to you for use only as outlined in these Terms of Service. We reserve all rights not expressly granted to you under these Terms of Service, including without limitation all right, title and interest in and to the Services and all copyrights, trademarks and other intellectual property rights therein. Company hereby grants you a limited, non-exclusive, non-transferable license to download, install and use the Services on the applicable mobile device that you own or control, subject to the terms of these Terms of Service, and subject to your entry into Google Inc.’s (Google) “Google Terms of Service” (currently at https://www.google.com/policies/terms/), and the Usage Rules set forth in the Apple Inc. (Apple) “App Store Terms of Service” (currently at http://www.apple.com/legal/internet-services/itunes/us/terms.html#SALE). This license is between Company and you (and not Apple or Google) and is effective until terminated by Company or by you in accordance with these Terms of Service. Company is responsible for the Services and the content therein, not Apple or Google. You agree to comply with, and your license to use the Mobile Apps is conditioned upon your compliance with the Google Terms of Service and Apple App Store Terms of Service and your maintaining valid in good standing agreements with Google and Apple respectively. You acknowledge that Apple and Google have no obligation whatsoever to furnish any maintenance or support services with respect to the Services.
This license does not allow you to use the Services on a device that you do not own or control, and you may not distribute or make the Services available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, assign, redistribute or sublicense the Services to any third party for any reason. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Services, any updates, or any part thereof. Company is solely responsible for providing any maintenance and support services with respect to the Services in accordance with the terms of these Terms of Service.
Certain items of independent, third party code may be included in the Web App and/or Mobile Apps that are subject to the GNU General Public License (GPL) or other open source licenses (Open Source Software). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in these Terms of Service limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in these Terms of Service restricts your right to copy, modify, and distribute such Open Source Software that is subject to the terms of the GPL.
The Website may contain links to other web sites operated by third parties (Third Party Sites). Such Third Party Sites are not under the control of Company. Company provides these links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third Party Sites.
Your Submissions to the Website
This Section 6 deals with information you post to the Website. The Website may provide features that allow you to post messages, suggestions, comments or ideas to interact with Company and other users of the Website, and to post, upload or submit information to Company’s Website (Submissions).
By making submissions, you agree that your Submissions are voluntary, gratuitous, unsolicited, and without restriction.
By making Submissions available to Company through the Website, you grant Company and its licensors and third party service providers a perpetual, non-exclusive, worldwide, irrevocable, unrestricted, transferable, sub- licensable, royalty-free, fully paid up license (with a right to sublicense, in any manner, through any or all media or distribution methods (whether now known or hereafter developed) to: (i) use, copy, reproduce, publish, store, adapt, translate, modify, make derivative works from, process, adapt, edit, transmit, distribute, publicly perform or display such Submissions for any purpose and in any manner, media or form now known or hereafter developed without compensation to you of any kind; and (ii) to sublicense to third parties the unrestricted right to exercise any of the foregoing rights (the Submissions License).
By making a Submission to the Website, you hereby: (i) consent to your account username appearing as the contributor of any such Submission, where applicable, and to the disclosure and/or display of such information and any other information which appears in or is associated with your Submission; (ii) acknowledge and agree that Company is not responsible for any loss, damage, or corruption that may occur to your Submission; and (iii) acknowledge and agree that any Submissions you provide for display on the Website will be considered non-confidential.
Submissions from you or any other user of the Website on the Website represent the views and opinions of the person(s) posting the Submission and does not represent the views or opinions of Company. Furthermore, Company is not responsible if information made available on the Website by users of the Website and is not accurate, complete or current.
Your Submissions and Data
In using certain of the Services, as described above, you may make available to Company Submissions and/or upload Data. Any and all information or other materials uploaded, posted, or submitted to the Services, including Submissions and Data is referred to as Content.
By making Content available to Company you expressly represent, warrant and confirm that you own all rights, title and interest, including copyright, in and to any Content you upload, post or submit to the Services; or you have the right, authority or permission to upload, post, or submit any Content to Company. Further, you expressly represent, warrant and confirm that you have the full legal right, power and authority to grant to Company the Submissions License or the Data License, as the case may be, and that neither the Content nor the exercise of the rights granted herein infringes upon or violates the right of privacy or intellectual property of any other person or entity or any common law or any other right of any other person or entity.
You understand that the technical processing and transmission of any Content you upload, post, or submit to the Services, may be transferred and may involve: (i) transmissions over various networks both within and outside of Canada; and (ii) changes to such Content to conform and adapt to technical requirements of connecting networks or devices.
It is a condition of your use of the Services that you not post, submit, transmit or upload any Content that: (i) restricts or inhibits any other user of the Services from using and enjoying the Services, interfere or attempt to interfere with the proper workings of the Services, or do anything which, in the sole discretion of Company, imposes an unreasonable or disproportionately large load to the Services infrastructure; (ii) is unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent, including, without limitation, any Content constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, provincial, national or international law or regulation; (iii) violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by any intellectual property rights, including, without limitation, copyright, patent, trade secret, trademark or other proprietary rights herein, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder; (iv) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, could be harmful to minors, harasses or advocates harassment of another person, provides material that exploits people under the age of 18 in a sexual or violent manner, provides instructional information about illegal activities, including, without limitation, the making or buying of illegal weapons; (v) solicits passwords or personal identifying information for commercial or unlawful purposes from other users; (vi) contains a virus or other harmful component, or provides or creates computer viruses; (vii) is or may be considered junk mail, chain letters, unsolicited mass mailing or spam; or (viii) is for commercial purposes (including advertising), engages in commercial activities and/or sales, or involves contests, sweepstakes, barter, advertising, and/or pyramid schemes.
When you set-up an account with Company, you will select, or will be given, a login and password for your account. You are responsible for: (i) maintaining the security of your login, password and account and or other form of authentication involved in obtaining access to your account and the Services; and (ii) ensuring that there is no unauthorized access to your account and the Services and notifying Company promptly of any such access of which you become aware
You may change your password at any time as described on the Company Website at www.valta.com
You are solely responsible and liable for your account and for any use of the Services and any Content inputted, submitted or uploaded to the Services, and any Content accessed or made available to others through your account (even if such Content is accessed or made available by others). Company is not, and will not, be responsible for any loss or damages resulting from your failure to comply with this obligation. Company encourages you to use a strong password (passwords that use a combination of upper and lower case letters, numbers and symbols) for your account. You agree to immediately notify Company if you become aware of any unauthorized use of your account or your account login or password.
If you choose to cancel your account you are solely responsible for doing so in accordance with Company’s then current cancellation procedure (the Cancellation Procedure) set out on Company’s Website at www.valta.com. If you follow the Cancellation Procedure, Company will, subject to any licenses granted hereunder, cancel your account immediately. After you have cancelled your account, you may not be able to recover Data previously uploaded or submitted to the Services from your account. Company is not responsible for the loss of any Data due to your cancellation of your account.
Your use of certain of the Services, including Data, may be subject to certain subscription charges (Fees). Any Services subject to Fees, including the Data, will be clearly marked as such.
If you subscribe, or have subscribed, for Services that are subject to Fees, you must pay all Fees and applicable taxes, levies, withholdings or duties owed by you to Company. In the event of non-payment of any amount owed by you to Company, Company reserves the right to terminate or suspend your use of those Services that are subject to Fees at any time.
Termination and Suspension of Your Use of the Services
Company, in its sole discretion, has the right to suspend, terminate or restrict your access to the Services or any other Company service, for any reason and at any time without notice.
If Company decides to terminate your access to any of the Services, Company may suspend your access to the Services and may delete any Content you uploaded, posted, or submitted to the Services. For greater certainty, if you engage in any behaviour Company considers, in its sole discretion, to be offensive, Company may, in its sole discretion, terminate your access to the Services without notice.
Notification of Copyright Infringement
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report any information on the Services that allegedly infringes your copyright by sending to Company a notice with the following information: (i) physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Website are covered by a single notification, a representative list of such works at the Services; (iii) identification of the information that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (iv) information reasonably sufficient to permit the Company to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted; (v) a statement that you have a good faith belief that the use of the information in the manner complained of is not authorized by the copyright owner, its agent or the law; (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; and (vii) URLs identifying the allegedly infringing material along with any other information that might assist in the investigation of your claim.
Upon receipt of the foregoing information, Company will respond expeditiously and follow its notice and take down procedure, including having the disputed material removed from the Services and notifying the user who uploaded, posted or submitted the allegedly infringing information. If you materially misrepresent that any material infringes your copyright, you may be liable for damages, including court costs and legal fees
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING THE MATERIALS AND THE PRODUCTS, IF ANY, ARE PROVIDED TO YOU “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, INCLUDING WITH RESPECT TO AVAILABILITY, COMPATIBILITY, VIRUSES, DISABLING DEVICES OR OTHER CODE THAT MANIFESTS DESTRUCTIVE PROPERTIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY MAKES NO, AND DISCLAIMS ANY AND ALL, WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO QUALITY, ACCURACY, USEFULNESS, SUITABILITY, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, CURRENCY, OR TIMELINESS OF THE SERVICES, THE MATERIALS, OR THE PRODUCTS, IF ANY, WHETHER EXPRESS, IMPLIED OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE SERVICES WILL BE SECURE, COMPLETE OR FREE OF ERRORS, VIRUSES, BUGS, PROBLEMS OR OTHER LIMITATIONS OR WILL OPERATE WITHOUT INTERRUPTION.
Limitation of Liability and Indemnification
YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT THE INTERNET IS NOT A SECURE MEDIUM AND PRIVACY AND CONFIDENTIALITY CANNOT BE GUARANTEED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES AND LICENSORS ARE NOT LIABLE, WHETHER BASED ON STATUTE, WARRANTY, CONTRACT, TORT, LAW, EQUITY, (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, GROSS NEGLIGENCE OR WILFUL MISCONDUCT), PRODUCT LIABILITY, STRICT LIABILITY, STATUTORY LIABILITY, BREACH OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH, OR ANY OTHER LEGAL THEORY, FOR ANY LOSS OR DAMAGES OF ANY KIND, WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES, INCLUDING, WITHOUT LIMITATION ANY: (A) DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE; (B) ANY AND ALL LOSS OR LIABILITY IN CONNECTION WITH THE SERVICES; (C) ANY INCOMPLETENESS, ERRORS, SECURITY, VIRUSES, BUGS, PROBLEMS, OMISSIONS, INACCURACIES OR OTHER LIMITATIONS OF THE SERVICES OR ANY MATERIAL OR PRODUCTS, OR INTERRUPTIONS IN THE AVAILABILITY OF THE SERVICES; (D) ANY LOSS OF DATA; (E) ANY LOSS OF DATA THAT IS MIS-APPROPRIATELY OR CRIMINALLY USED BY ANY THIRD PARTY; AND (F) ANY DAMAGES, LOSSES OR LIABILITY A THIRD PARTY MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES, YOUR USE OF THE MATERIALS OR PRODUCTS, IF ANY, OR ANY USE OF YOUR CONTENT OR OTHER MATERIALS OR INFORMATION YOU ACCESS FROM OR PROVIDE TO COMPANY THROUGH THE SERVICES OR OTHERWISE. To the maximum extent permitted by applicable law, in the event Company is liable for damages, in no event shall the aggregate liability of Company exceed one (1) Canadian dollar.
WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THAT DATA OR PRODUCT INFORMATION WILL BE AVAILABLE, ACCURATE, OR RELIABLE, OR THAT DATA OR PRODUCTION INFORMATION OR USE OF THE SERVICES OR PRODUCT WILL DECREASE THE ENERGY CONSUMPTION OF YOUR HOME OR PROPERTY. YOU ARE SOLELY RESPONSIBLE FOR ALL ENERGY BILLS INCURRED WITH RESPECT TO YOUR HOME OR PROPERTY. YOU USE ALL DATA AND PRODUCT INFORMATION AND THE SERVICES AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND COMPANY DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO YOUR HOME OR PROPERTY, PRODUCT, ANY HOME PERIPHERAL CONNECTED TO THE PRODUCT, COMPUTER, MOBILE DEVICE, AND ALL OTHER ITEMS IN YOUR HOME OR PROPERTY, RESULTING FROM YOUR USE OF THE SERVICES OR ANY PART THEREOF. DATA AND PRODUCT INFORMATION PROVIDED BY THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR DIRECT MEANS OF OBTAINING INFORMATION, FOR EXAMPLE, A ON/OFF STATUS OF THE PRODUCT INFORMATION PROVIDED BY THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR READING THE STATUS DIRECTLY DISPLAYED BY THE PRODUCT.
You hereby agree to indemnify the Company and its licensors, subsidiaries, affiliates, and related companies, and each of their respective officers, directors, employees, shareholders, agents, representatives, business partners, information providers and licensors and their respective successors and assigns (together Company Entities) harmless from and against all losses, expenses, damages, liabilities, expenses and costs, including reasonable legal fees, suffered by any of the Company Entities, directly or indirectly, resulting from: (a) your use of the Services or any part thereof; (b) your use of the Data, Content and Materials, and (c) your violation of these Terms of Service.
Any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to: (a) the Terms of Service; (b) the Services; or (c) the relationships that result from the Terms of Service (collectively the Dispute) will, subject to the terms of this Section and to the maximum extent permitted by applicable law, be determined by arbitration to the exclusion of the courts. Please give notices of any Disputes to: Liricco Technologies, 615 Main St. #2181 Niagara Falls NY 14302. Arbitration will be conducted by one arbitrator in accordance with the Arbitration Act 1991 (Ontario), unless the International Commercial Arbitration Act (Ontario) applies in which case that act shall apply. All arbitration shall be conducted in the English language and be conducted in the City of Toronto and at such place and time as the arbitrator may determine. Insofar as they do not conflict with the terms of this Section, the arbitration shall be governed by the applicable arbitration Act specified above and the arbitrator shall have jurisdiction to take such action and make such orders as are contemplated in such Act.
A party wishing to pursue arbitration of the dispute shall give notice of arbitration to the other party containing a concise description of the matter submitted for arbitration. Within ten (10) business days after a party gives a notice of arbitration, the parties shall jointly appoint an arbitrator. If the parties fail to appoint an arbitrator within that time, each party shall appoint an arbitrator and the two arbitrators so appointed shall appoint a third arbitrator whose decision shall be final and binding upon the parties; provided that if one party fails to appoint an arbitrator the other party’s selected arbitrator shall be the arbitrator. The arbitrator may determine all questions of law and jurisdiction (including questions as to whether a dispute is arbitrable) and all matters of procedure relating to the arbitration. The arbitrator shall have the right to grant legal and equitable relief (including injunctive relief) and to award costs (including legal fees and the costs of the arbitration) and interest. The arbitrator shall be a suitably qualified, impartial person who is experienced in contractual disputes. The written decision of the arbitrator shall be final and binding upon the parties in respect of all matters relating to the arbitration, the procedure, the conduct of the parties during the proceedings and the final determination of the issues in the arbitration. There shall be no appeal from the determination of the arbitrator under either the Arbitration Act, 1991 (Ontario) or the International Commercial Arbitration Act (Ontario), as applicable, and the rules set forth in this Article. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. The costs of any arbitration shall be borne by the parties in the manner specified by the arbitrator in his or her sole determination.
Notwithstanding the foregoing, you agree that Company may, at any time, apply and that you will not oppose or object to such application, to a court of competent jurisdiction for an interim or interlocutory injunction or other provisional remedy to preserve the status quo or prevent irreparable harm pending final award of an arbitrator or a Court with respect to any breach by you of these Terms of Service or for disputes that may arise in connection with the ownership or enforcement of any Company or third party intellectual property right(s), and you hereby waive any and all immunities from equitable relief to which you may be entitled.
If arbitration as provided for in this Section is prohibited by applicable law, and in the circumstances that are exempt from arbitration as described in the immediately preceding paragraph above, you and Company each irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario for any dispute arising out of or relating to your use of the Website, the Services and these Terms of Service.
You also agree, to the maximum extent permitted by applicable law, to waive any right you may have to (i) trial by jury; (ii) commence or participate in any class action against the Company related to any claim and, (iii) where applicable, to opt out of any class proceeding against the Company.
Sections 5(h), 5(i), 6(b), 9 and 12 of these Terms of Service and any provisions which by their nature survive, shall survive the termination of these Terms of Service.
The failure of Company to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision, and no waiver of any right or provision of these Terms of Service shall be deemed a further or continuing waiver of such right or provision.
These Terms of Service constitute the entire agreement between you and Company and govern your use of the Services, superseding any prior agreements between you and Company (including, but not limited to, any prior versions of the Terms of Service). If you are a corporation, organization, partnership or other non-individual entity, you shall cause your employees, agents, contractors, directors and officers to comply with these Terms of Service and shall be responsible at all times for all such employees, agents, contractors, directors and officers.
You may not assign these Terms of Service or any of your rights or obligations under these Terms of Service to a third party without the prior written consent of Company. Company may assign the Terms of Service or its rights or obligations under these Terms of Service to any party at any time without notice to you. Subject to the foregoing, these Terms of Service shall enure to the benefit of and be binding upon you and Company and your/its respective successors (including any successor by reason of amalgamation) and assigns.
If any provision of these Terms of Service is determined by a court of competent jurisdiction to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms of Service and such determination shall not affect the remaining provisions contained in these Terms of Service.
These Terms of Service are to be governed, interpreted and construed in accordance with the laws of the Province of Ontario and the applicable laws of Canada, without giving effect to any principles of conflicts of laws contained therein, and you hereby consent and submit to the exclusive jurisdiction of the Courts of Ontario. These laws apply to your access to, or use of, the Services, notwithstanding your domicile, residency or physical location. The Services is intended for use only in jurisdictions where it may lawfully be offered for use.
It is the express wish of the parties to these Terms of Service that these Terms of Service and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s‘y rattachent soient rédigés en anglais.
If you have any questions, disputes, concerns about these Terms of Service, the practices of Company or your dealings with Company, you agree to notify the Company by emailing to firstname.lastname@example.org.
Terms of Service last updated: [January 24, 2014]