TERMS AND CONDITIONS OF USE
Last updated: April 9th 2023
1. ACCEPTANCE OF THE TERMS
Manac Inc. and its subsidiaries (the “Company”, “Manac” or “we”) provides a website that allows you to learn more about Manac and its products (the “Website”). The terms “we”, “us”, and “our” used in the Terms refer to the Company. The term “you” and “your” refer to users of the Website. The Website is available online here: Manac Inc. The following terms and conditions of use, together with any documents and/or additional terms they expressly incorporated by reference (collectively the “Terms”), govern your access to and use, including any content, functionality offered on or through the Website.
BY ACCESSING OR USING THE WEBSITE, YOU ACCEPT AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND AND COMPLY WITH THE TERMS. ALL APPLICABLE LAWS TO THE WEBSITE AND OUR PRIVACY NOTICE, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE WITH ANY OF THE TERMS, YOU MUST NOT ACCESS OR USE THE WEBSITE.
The Website is available in Canada and the United States only. The Website is not intended for access or use outside Canada or the United States. You are solely responsible for ensuring that your access to the Website and the information and material available on or through it are legal in each jurisdiction in or through which you access or view the Website and such information and material and you represent and warrant that you are of the legal age of majority under applicable law to form a binding contract with Manac. If you do meet the requirements set out in the Terms or if your access to the Website or the information and material available on or through it is not legal in your jurisdiction, you must not access or use the Website.
2. CHANGES TO THE TERMS
We reserve the right in our sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Website. You agree to periodically review the Terms in order to be aware of any such modifications and your continued use shall be your acceptance of these.
Without it being a requirement or an obligation, Manac reserves the right to provide you with a prior notice (either through an email or a notification when accessing the Website) that the Terms have changed.
3. USE OF THE WEBSITE AND SECURITY
The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.
Users are required to ensure that all persons who access the Website through a user's Internet connection are aware of these Terms and comply with them. The Website, including content or areas of the Website, may require user registration. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.
The transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Website. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Website.
Your provision of registration information and any submissions you make to the Website through any interactive functions constitutes your consent to all actions we take with respect to such information consistent with our Privacy Notice.
Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.
We reserve the right at any time and from time to time, to disable, suspend or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms.
As a condition of your use of the Website, you hereby represent and warrant to the Company that you:
will only use the Website for lawful purposes in accordance with the Terms;
will not discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior in connection with your use of the Website;
have the necessary authority to enter into these Terms and be bound by the Terms;
agree to honor our intellectual property rights;
agree to provide us with accurate, current and complete information as necessary for the proper use of the Website and to take responsibility for the information you provide;
acknowledge that we may be unable to process and shall have no responsibility to process requests the accuracy of which we cannot validate;
agree not to create a link (other than personal “bookmark” or “favorites” entry) to the Website without first obtaining our written permission;
will not access, tamper with, or use non-public areas of the Website, Manac’s computer systems, or the technical delivery systems of Manac’s providers;
will not attempt to probe, scan or test the vulnerability of any Manac system or network or breach any security or authentication measures;
will not bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Manac or any of providers or any other third party (including another user) to protect the Website;
will not use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;
will not illicitly reproduce TCP/IP packet header;
will not create extensions of, products related to, or that interoperate with, the Website, except to the extent that such restriction is expressly prohibited by law without possibility of contractual waiver;
will refrain from using profane, vulgar, inflammatory, libelous, or similarly discourteous language in any e-mail or form entry created through the Website;
will not interfere or attempt to interfere with the operation of the Website in any way through any means or device including, but not limited to, spamming, hacking, uploading computer viruses, Trojan horses, worms, logic bombs, time bombs or other material that is malicious or technologically harmful, attacking the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing, or other means expressly prohibited by any provision of the Terms;
will not interfere with the owner’s ability to monitor the Website; and
will not interfere with anyone’s ability to use or enjoy the Website, or aid or encourage any activity prohibited by these Terms.
Protecting your privacy is important to us. By submitting your personal information and using our Website, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such user content submissions in compliance with our Privacy Notice, as we deem necessary for use of the Website and provision of services.
5. YOUR INFORMATION
You undertake to update the information you have provided on the Website in the event of any changes. Specifically with respect to your contact information, the Company may deliver notices to you at the most recent email, telephone, or address provided by you, and those notices will be considered valid even if you no longer maintain the email account, telephone number, or receive mail at that address unless you provide updated contact information to us. You are and will be solely responsible for all of the activity that occurs through your account, except to the extent caused solely by the gross negligence or willful misconduct of Manac.
6. CONSENT TO USE ELECTRONIC DOCUMENTS
You hereby consent to the exchange of information and documents between you and the Company, over the Internet or by e-mail, and you agree that the Terms, together with any other applicable documents in electronic form, shall be the equivalent of an original written paper agreement. You further agree that all agreements, notices, disclosures and other communications that we may provide to you electronically satisfy any legal requirement that such communications be in writing.
7. EXCLUSION AND DISCLAIMER OF WARRANTIES
THE WEBSITE AND ITS CONTENT IS PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE FUNCTIONALITY, THE GOOD WORKING ORDER OR CONDITION OF THE WEBSITE, ITS SUITABILITY FOR USE, OR THAT ITS USE, OR ANY INFORMATION OR MATERIAL, INCLUDING ANY DOWNLOADABLE SOFTWARE, ACCESSED FROM OR THROUGH THE WEBSITE WILL BE ACCURATE, COMPLETE, UP TO DATE, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE. THE COMPANY DOES NOT REPRESENT, WARRANT OR UNDERTAKE THAT ANY ERRORS ON OR RELATING TO THE WEBSITE WILL BE CORRECTED, OR THAT ANY SERVER FROM WHICH THE WEBSITE IS OPERATED IS OR WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
THE WEBSITE AND ITS CONTENTS ARE NOT TO BE CONSTRUED AS AN OFFER TO SELL ANY PRODUCT OR SERVICE.
IF YOU CHOOSE TO USE THE WEBSITE, YOU DO SO VOLUNTARILY AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, THE WEBSITE AND ALL MATERIALS AND INFORMATION PROVIDED THROUGH OR ON THE WEBSITE ARE PROVIDED TO YOU ON AN “AS IS” BASIS AND “AS AVAILABLE” BASIS AND THE COMPANY DOES NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION (i) WARRANTIES AS TO UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE TRANSACTIONS, PRIVACY, OR SECURITY; (ii) ACCURACY, ADEQUACY, UP TO DATE OR COMPLETENESS OF THE WEBSITE AND THE CONTENT THEREOF, THE INFORMATION, MATERIALS AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE WEBSITE, ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES; OR (iii) MERCHANTABILITY, QUALITY, TITLE, DURABILITY, SUITABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. THESE EXCLUSIONS ARE IN ADDITION TO ANY SPECIFIC EXCLUSION OTHERWISE PROVIDED IN THE TERMS.
WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
BECAUSE CERTAIN FEDERAL OR PROVINCIAL LAWS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THESE TERMS.
To the maximum extent permitted by applicable law, by using the Website you hereby agree to indemnify, defend and hold harmless the Company from and against any and all losses, damages, liabilities, judgment, awards, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, reasonable attorneys’ fees) (collectively, a “Claim”) incurred by the Company in connection with any Claim arising out of, based upon or resulting from your breach of these Terms or your use of the Website, including without limitation: your negligence, willful misconduct, and violation of applicable law, your User Submissions (as defined below), third-party sites, and any use of the Website’s Materials, content, services, and products other than as expressly authorized in these Terms, including in each instance, any intellectual property infringement in connection therewith. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not, in any event, settle any matter without the written consent of the Company.
FOR THE PURPOSES OF THIS SECTION, “COMPANY” SHALL INCLUDE THE COMPANY’S PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, MANDATARIES, CONTRACTORS, LICENSORS, LICENSEES, SUCCESSORS, ASSIGNS AND THIRD-PARTY SUPPLIERS.
Likewise, the Company agrees to indemnify, defend and hold you harmless from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses of any kind related thereto (including, without limitation, reasonable attorneys’ fees) incurred by you in connection with any claim arising out of, based upon or resulting from the gross negligence or willful misconduct of the Company.
THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THESE TERMS.
9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH THEY ARISE, INCLUDING BUT NOT LIMITED TO, ANY LOST DATA, LOST PROFITS, LOST SAVINGS, LOST REVENUE, LOSS OF GOODWILL, LOST BUSINESS OPPORTUNITY, LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES INCLUDING COMPUTER RESOURCES, ROUTERS, AND STORED DATA, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION THE MATERIALS OR INFORMATION PROVIDED THROUGH THE WEBSITE, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS, CONTRACTORS, EMPLOYEES OR MANDATARIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
IN PARTICULAR, AND WITHOUT LIMITING THE PRECEDING PARAGRAPH, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU FOR DAMAGES OR LOSSES RESULTING FROM VIRUSES, DATA CORRUPTION, FAILED MESSAGES, DAMAGES ARISING AS A RESULT OF TRANSMISSION ERRORS OR PROBLEMS, TELECOMMUNICATIONS SERVICE PROVIDERS, THE COMPANY’S CONTRACTORS, THE INTERNET BACKBONE, THIRD-PARTY SUPPLIERS OF SERVICES, DAMAGES OR LOSSES CAUSED BY YOU, OR YOUR RESPECTIVE EMPLOYEES, AGENTS, MANDATARIES OR SUBCONTRACTORS, OR OTHER EVENTS BEYOND THE REASONABLE CONTROL OF THE COMPANY.
IF, DESPITE THE LIMITATIONS ABOVE, THE COMPANY IS FOUND LIABLE FOR ANY DAMAGE OR LOSS IN CONNECTION WITH THE WEBSITE, TO THE MAXIMUM CASE PERMITTED BY APPLICABLE LAW, IN NO CASE WILL THE COMPANY’S TOTAL LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER BE FOR MORE THAN, IN THE AGGREGATE, $100. THE LIMITATIONS OF LIABILITY IN THIS PARAGRAPH WILL NOT APPLY TO THE EXTENT CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
CERTAIN FEDERAL, STATE, OR PROVINCIAL LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
FOR THE PURPOSES OF THIS SECTION, “THE COMPANY” SHALL INCLUDE THE COMPANY’S PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, MANDATARIES, CONTRACTORS, SUCCESSORS, ASSIGNS AND THIRD-PARTY SUPPLIERS.
THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THESE TERMS.
10. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
You understand and agree that the Website and its entire contents, features, and functionality, including but not limited to, all information, texts, displays, design, presentations, selection, images, illustrations, articles, photographs, software, code, audio video, and arrangement (collectively the “Material”) are owned by the Company, its licensors, or other providers of such Material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secrets, and any other proprietary rights.
For the avoidance of any doubts, the Material on the Website is or may be protected by the copyright law and by virtue of the applicable international conventions and treaties. If applicable, the Company is the owner of all the copyrights with regard to the Website and, consequently, the Material on the Website may not be copied, reproduced, republished, downloaded, posted, transmitted, distributed or modified, in whole or in part in any form whatsoever, including but not limited to text, audio or video, without the prior written consent of the Company. The Company name, trademarks, and all related names, logos, product and service names, designs, images, and slogans (collectively, the “Marks”) displayed on the Website are registered or unregistered Marks of the Company or its affiliates or licensors, or others, and are the property of their respective owners, and may not be used without written permission of the owner of such Marks. Nothing on the Website is to be interpreted as conferring a right to use the Marks or the material protected by the Trademark Act (Canada) and the Copyright Act (Canada) or equivalent legislations and use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could be subject to infringer to legal action.
You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever. Notwithstanding the foregoing, the Company authorizes you to make one electronic or paper copy of the information posted on any page of the Website provided that the copy is used solely for non-commercial, personal business purposes and, in each and every case, provided that any such copy remains protected by all copyright, trademarks, service markings and other proprietary notices and legends contained on any such page of the Website.
This license does not include any resale of the Website, the Material, the Marks or any of its contents whatsoever; any collection of product listings, descriptions or prices; any other derivative use of the Website or its contents; any downloading or copying of information for the benefit of any merchant; or any use of data mining, robots, or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any page on the Website or any Marks or other proprietary information (including images, text, page layout, or form) of the Company without express written consent of the Company. You may not use any meta tags or any other “hidden text” utilizing the Company’s Marks without the express written consent of the Company. Any unauthorized use of the Website and/or its contents terminates the permission or license granted by the Company.
If you print off, copy or download any part of our Website in breach of these Terms, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Website or to any Material and content on the Website, and all rights not expressly granted are reserved by the Company. Except as otherwise may be expressly provided herein, nothing contained in the Terms shall be construed as conferring by implication, estoppel or otherwise any license or right under any present and future copyright, patent, trademark or other intellectual property right of the Company or any other person or entity.
Notwithstanding the foregoing, the Company does not represent or warrant that such Material does not infringe the rights of any other person or entity and any use of the Website not expressly permitted by these Terms is a breach of these Terms and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.
11. USER SUBMISSIONS AND MARKS
As a condition of your access and use, you agree that you may use the Website only for lawful purposes and in accordance with these Terms. The Company is not responsible for the accuracy or completeness of any text, image, video, audio, or any information, content, Marks or other materials you may introduce into, submit, publish, display, transmit or post (collectively, “submit”) through the Website, to other users or any other person or Company websites (collectively, “User Submissions”) and any interactive functions. Any User Submissions must comply with all applicable federal, provincial, local and international laws, regulations, and terms of services. You acknowledge and agree that your User Submissions do not necessarily reflect the views, ideas or opinions of the Company or any of its divisions, affiliates, subsidiaries, directors, officers, shareholders, employees, agents, contractors and suppliers and that we disclaim any and all responsibility for any of your User Submissions.
Any User Submissions provided by you remain your property. However, by posting messages, uploading files, inputting data or engaging in any other form of communication to or within the Website, you hereby grant the Company, our affiliates and service providers, and each of their and our respective licensees, successors, and assigns a perpetual, worldwide, irrevocable, non-exclusive, royalty-free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit modify, edit and otherwise exploit and disclose to third parties any such material, content of your communications and any ideas or original materials contained therein, including any of your User Submissions for any purpose and according to your account settings and/or incorporate such material into any form, technology and/or in all media now known or hereafter developed by the Company throughout the world without compensation to you and: (a) to the extent necessary to provide and enhance the Website; and (b) to create aggregated and anonymized market research statistics and insights in respect of the persons that use the Website. You hereby waive all rights you may have to inspect and/or approve of any use by the Company of any material or ideas submitted by you or the right to receive any compensation for such use. You waive all rights to any claim against the Company for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection and conformance with any of the foregoing. The Company may not use any of your trade names, trademarks, slogans, designs or logos without your prior consent, it being understood that any decision made by you to upload or use your trade names, trademarks, slogans, designs or logos on the Website shall be deemed made with your consent. You agree and understand that the Company is under no obligation to use any material or ideas submitted by you in any way whatsoever.
You hereby acknowledge and agree that any or all information and User Submissions provided by you through your use of the Website may be included in a database owned by the Company, our affiliates and service providers, and each of their and our respective licensees, successors, and assigns in which we have rights and interests, including but not limited to, the compilation copyright, and we reserve the right to use any information or materials you provide to us or that we obtain through your use of the Website to the fullest extent permitted by law and these Terms. You therefore consent to the Company using any such information or material provided, in whole or in part by any means whatsoever, including reproducing, retransmitting or publishing this information or material or ideas, concepts or other information contained therein in an aggregated and anonymized form for the commercial purposes of the Company, in accordance with the Terms. Without limitation of the foregoing, you understand and agree that you, but not the Company nor the Company's parent, subsidiaries, affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers or successors, are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Submissions submitted by you or any other user of the Website.
You can remove your User Submissions by specifically deleting it. You should know that in certain instances, some of your User Submissions may not be completely removed and copies of your User Submissions may continue to exist on the Website. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Submissions.
12. FEEDBACK AND CONFIDENTIALITY
Other than your information needed to access certain features of the Website, the Company does not wish to receive Material from you that is confidential, secret or proprietary information.
We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Website (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you provided however, that Company shall not, without your prior approval, use the Feedback to the extent a third party reviewing the Feedback could identify you or your customers.
Furthermore, you acknowledge that unprotected e-mail communications and other transmissions over the Internet are not confidential and may be subject to possible interception, alteration or loss. You acknowledge and agree that by submitting any such communications to the Company, no confidential, fiduciary, contractually implied or other relationship is created between you and the Company other than pursuant to the Terms. The Company shall not be responsible for the payment of any monies to any other party in connection with the Company’s use of any information or material provided by you to the Company or the Website. You also represent and warrant that any and all such information or Material which you provide to the Company, whether provided by you electronically by accessing or using the Website or otherwise, and the Company’s use of this information and Material so provided as permitted in the Terms, does not infringe the rights of any other person or entity.
In the course of performance of these Terms, the parties may exchange confidential information (“Confidential Information”). The term Confidential Information shall include (a) customer data, other than on an aggregated basis; (b) personal information; and (c) any other information which by its nature or the circumstances surrounding its disclosure would reasonably be considered confidential.
The receiving party shall exercise the same degree of care to prevent unauthorized use or disclosure of Confidential Information to others as it takes to preserve and safeguard its own Confidential Information, but in any event, no less than a reasonable degree of care. The receiving party shall use the Confidential Information of the disclosing party only for the purpose of enabling each of the parties to perform its business relationship with the other as described in these Terms. The receiving party shall not directly or indirectly disclose such Confidential Information to any person or company without the prior written approval of the disclosing party; provided however, that the receiving party may disclose the Confidential Information to its (i) employees who have a need to know such Confidential Information in connection with these Terms, namely in order to administer the Website; or (ii) agents, mandataries, contractors or suppliers who have executed a nondisclosure agreement affording at least the same confidentiality obligations as described herein.
The restrictions on the receiving party’s use and disclosure of Confidential Information shall not apply to any Confidential Information which the receiving party can demonstrate: (i) is wholly and independently developed by the receiving party without the use of Confidential Information of the disclosing party; (ii) is or has become generally available to the public without breach of these Terms by the receiving party; (iii) at the time of disclosure, was known to the receiving party and free of restriction; or (iv) is approved for release by written authorization of the disclosing party.
Disclosure of Confidential Information in response to a valid order of a court or other governmental agency shall not be a breach of this Section, if the disclosure is limited to the extent of and for the purposes of such order; provided, however, that the receiving party shall first notify the disclosing party in writing of the order and permit the disclosing party to seek a protective order, unless such notification is otherwise prohibited by law.
Subject to any information provided by user to Company which has been aggregated, cumulated or integrated into unidentifiable proprietary Company data and statistics, any and all Confidential Information disclosed shall remain the property of the disclosing party. Within ten (10) days following the receipt of a written notice by the disclosing party, the receiving party shall, at the disclosing party's option, delete and certify that it has deleted, all copies in its possession or control of any and all documents, computer files and other materials that contain any segregated and identifiable Confidential Information of the disclosing party. However, if Company is required by law to retain the Confidential Information or if the Confidential Information is stored in a manner such that it cannot readily be returned or destroyed without affecting other data, then Company shall continue to protect such Confidential Information in accordance with these Terms and limit any use to the purpose of such retention.
The Company may (and have no obligation, nor any responsibility to any party) monitor the access to or the use of the Website (and any other of its websites) and other activities in relation to the Website and may intervene in this regard. However, the Company makes no representation and gives no warranty to that effect, and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.
YOU CONSENT TO SUCH SURVEILLANCE AND INTERVENTION, IF THE COMPANY EVER DECIDES TO DO IT, AND YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS, MONITORING OR SURVEILLANCE BY EITHER THE COMPANY OR SUCH PARTIES OF BY LAW ENFORCEMENT AUTHORITIES.
14. THIRD-PARTY WEBSITES
Links and references to other websites are provided to you as a convenience only. The Company has not reviewed and does not expressly or implicitly endorse other websites or any information or material, or the accessibility thereof, via such links, and does not assume any responsibility for any such other websites, information or material posted thereon, or products or services offered thereon. With regards to the foregoing, we make no representations about any other websites that may be accessed from this Website. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions or privacy policies of such third-party sites.
You may not create links from other websites to the Website, except if expressly permitted by the Company, and our Website must not be framed on any other site. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with these Terms and User Submissions. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.
15. MODIFICATION OF THE WEBSITE; RESERVATION OF RIGHTS
The Company may, for any reason in its sole discretion and without notice to you, terminate, change, suspend or discontinue the Website or any aspect thereof, including but not limited to any content, features or hours of availability and Company will not be liable to you or any third party for doing so. The Company may also impose rules for and limits on use of the Website or restrict your access to part, or all, of the Website without notice or liability. All rights not expressly granted in the Terms are reserved to the Company. Any such modifications are effective immediately upon posting and apply to all access to and continued use of the Website and the Company will not be liable if, for any reason, all or any part of the Website is restricted to users or unavailable at any time or for any period.
The Terms shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns.
17. GOVERNING LAW AND DISPUTE RESOLUTION
The Website is controlled and operated by the Company from Saint-Georges, Province of Québec, Canada. The Terms, the Website and any use of the Website shall be governed by the laws of the Province of Québec and the laws of Canada applicable therein without reference to principles of conflict of laws and notwithstanding your domicile, residence, or physical location. You waive, acknowledge and agree that any dispute that may arise between you and the Company in respect of the Terms and the transactions contemplated herein shall be resolved by the provincial and federal courts and tribunals sitting in the Province of Québec and you hereby irrevocably submit and attorn to the personal and exclusive jurisdiction and venue of these courts.
If any term or provision of these Terms shall be deemed invalid, void, or for any reason unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
The Company makes no representation that materials, information or the Website are appropriate or available for use in other locations or jurisdictions other than Canada and the United States. Those who choose to access the Website from other locations or jurisdictions do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. The foregoing choice of jurisdiction shall not prevent the Company from seeking injunctive relief regarding infringement of intellectual property rights, enforcement or recognition of any award or order in any appropriate jurisdiction. You and the Company expressly waive the applicability of the terms of the United Nations Convention on Contracts for the International Sale of Goods (the "Convention") and any legislation implementing that Convention shall not apply to these Terms or any dispute arising therefrom.
20. NO WAIVER
The failure of either party to enforce any provisions of the Terms or to respond to a breach or default by the other party or any third party of the Terms shall not in any way waive that party’s right to subsequently enforce any of the Terms contained herein or to act with respect to similar breaches or defaults.
21. EXPORT-CONTROL LAWS
Certain software or other Material that you may download from the Website shall be subject to export control laws and regulations of Canada and the United States, including all applicable laws, regulations, and rules that prohibit or restrict the export or re-export of software, or Material (data, materials, or information introduced through the Website), outside the United States. You agree that you will complete all undertakings required by such foregoing export laws, regulations, and rules, including obtaining any necessary export license or other governmental approval and to comply at all times with all such laws and regulations. You hereby agree to indemnify, defend and hold the Company harmless against all claims, damages or liability resulting from your breach of the foregoing.
22. ENTIRE AGREEMENT
The Terms, together with all other agreements, policies, terms or conditions incorporated or referred to herein constitute the entire agreement between you and the Company with respect to the use of the Website and any transaction conducted on or from the Website and its contents, and supersede any prior and contemporaneous understandings, representations and warranties or agreements (whether electronic, oral or written) regarding the subject matter hereof, and may not be amended or modified, except in writing or by the Company making such amendments or modifications available to it pursuant to the Terms hereof.
23. NO ASSIGNMENT
You may not assign your rights or obligations herein without the express written consent of the Company.
The Company reserves the right, at its sole discretion, to terminate or suspend your access to all or any part of the Website, with or without notice, for any or no reason, including, without limitation, any violation of these Terms. You agree to cease use of the Website, software, and any other Materials provided in connection with the Website, and to return all intellectual property and any confidential information back to Company, upon termination or suspension of access to the Website.
The headings used herein are inserted for convenience of reference only and do not affect the construction or interpretation of the Terms herein.
26. REPORTING AND CONTACT
This Website is operated by MANAC INC., a Quebec corporation registered under no. 1171167282. Should you become aware of misuse of the Website or if you have any questions, feedback, comments, requests for technical support, and other communications relating to the Website or the Terms, please contact us using the following information:
BY POST MAIL
2275, 107e Rue, Saint-Georges, Québec, G5Y 8G6, Canada
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