CANADIANINSIDER.COM AND INK USER AGREEMENT
THE FOLLOWING TERMS AND CONDITIONS SHALL GOVERN YOUR RIGHT AND LICENSE TO USE CANADIANINSIDER.COM (OPERATED BY INK RESEARCH CORP.). BY USING ANY PORTION OF THIS WEB SITE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE CANADIANINSIDER.COM OR USE THE INK SERVICES. YOU ARE BOUND BY THIS AGREEMENT EVEN IF YOU DO NOT READ ALL OF THE TERMS.
The information products and services on Canadianinsider.com referred to as "INK Services" are provided by INK Research Corp. (hereinafter referred to as "INK") via the Canadianinsider.com website (the "Website") are offered to you (hereinafter referred to as the "User") conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Throughout this agreement, the terms "INK Services" and "Canadianinsider.com" and the "Website" are used interchangeably to refer to the products, services and data found on this website, www.canadianinsider.com.
2. RIGHT TO USE
INK grants User a non-exclusive, non-transferable right in accordance with this Agreement to access and use the INK Services, found in either the public portion of the Website (where no paid subscription is required) or within the portion of the Website accessible only by paying subscribers. INK reserves all rights not specifically granted herein. The INK Services include: (i) all information, data and calculations contained in INK's databases, and on the INK websites (including Canadianinsider.com and inkresearch.ca) (ii) any information provided to Users by INK through any other medium such as email or hard copy; (iii) other products or services offered to Users from time to time by INK. The right to access and use the INK Services is personal to each User and is not transferable by assignment, sublicense, or any other method to any other person or entity.
3. PAYMENT TERMS
For the purposes of this Agreement, "Subscription Plan" shall mean the specific subscription plan or reprint charge offered by INK that is selected by the User. The User will pay all charges, fees, duties, taxes, interest and assessments (for late payments or otherwise) arising out of User's use of the INK Services as described in the Website or as otherwise agreed to by the parties, and User's account will be charged by the means and terms of payment set out in the applicable Subscription Plan. User is financially responsible for its, his or her use of the INK Services, as well as the use of User's account by others having access through the User's facilities. No paid subscription is currently required to use the public portion of Canadianinsider.com, although INK reserves the right to charge for the service in the future.
4. USER INFORMATION
User shall provide INK with accurate, complete, and updated information as to his or her real name, a valid email address, postal address and phone number provided by User at registration. In each case, failure to do so shall constitute a breach of this Agreement. No User may (i) select or use a username or email address of another person with the intent to impersonate that person or entity; (ii) use a username or email address which is subject to the rights of any person other than User without authorization; (iii) use a username in violation of the intellectual property rights of any person; or (iv) use a username that INK, at its sole discretion, deems offensive.
5. NOT TRANSFERABLE
User acknowledges that his or her right to use the INK Services is unique to User and is not transferable by assignment, sublicense, or any other method to any other person or entity. Any attempt to transfer User's right to use the INK Services is void and shall constitute a breach of this Agreement.
6. NATURE OF INK SERVICES
INK provides general information to Users. INK is not an investment advisory service, a financial planner, an investment advisor nor a securities advisor. INK does not purport to tell people, or suggest to people, what they should buy or sell for themselves. Opinions and recommendations contained herein should not be construed as investment advice. Do not assume that any recommendations, insights, charts, theories, or philosophies will ensure profitable investment.
Users should always consult with and obtain advice from their professional licensed financial advisor, including their tax advisor, to determine the suitability of any investment. INK recommends that anyone making an investment or trading securities do so with caution. Users should perform full due diligence and investigate any security fully before making an investment or before the execution of a security trade based upon information learned through the INK Services. Users should obtain annual reports and other company information to complete their own due diligence in any investment. Neither INK nor anyone affiliated with INK is responsible for any investment decision made.
INK has made all reasonable efforts to ensure that all information provided via the INK Services is accurate at the time of inclusion; however, there may be inadvertent and occasional errors. INK makes no guarantee of accuracy or completeness. All information and opinion expressed herein is subject to change without notice.
7. COPYRIGHT & TRADE-MARKS
User acknowledges and agrees that the information available via the INK Services (the "Information") and the software which powers the Website and databases is the property of INK or its licensors and is protected by copyright under applicable laws, treaties, and conventions, and other applicable intellectual property laws.
"INK Research", "Page10", "Canadianinsider" and any INK logos (the "INK Trade-marks") are trade-marks owned by INK Research Corp. User will not contest or impair the rights of INK in any of the INK Trade-marks. Other trade-marks are the property of their respective owners.
User acknowledges and agrees that: (i) no transfer of title to any compilations of the Information is granted by INK; (ii) INK and/or its suppliers including CDS Inc. have proprietary interests in such Information; (iii) the INK Services and the Information were and are developed, compiled, prepared, revised, selected and arranged by INK through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitute valuable intellectual property and trade secrets of INK and others; and (iv) User's use of such Information is subject to the limitations set out in this Agreement. The User agrees to protect the proprietary rights of INK and others having rights in the INK Services during and after termination of this Agreement.
8. LIMITATIONS OF USE
The User may use the INK Services for his or her own internal and individual use, which means access to and use of the INK Services within the User's entity for the preparation of internal research documents, reports and analysis.
User will not, directly or indirectly, in any medium or by any means whatsoever, sell, copy, assign, provide or permit access to, transmit, publish, repackage, retransmit, resell or otherwise disseminate all or any part(s) of the INK Services or the Information to any third party or affiliate of the User, or wholesale all or any part(s) of the INK Service or the Information, without the prior written consent of INK, including Derived Information (Information used by the User to carry out calculations and to display the results).
In addition to complying with this Agreement, you shall use the Website for lawful purposes only. You agree to only use information contained in the INK Services for the purposes as set out in section 6.2 of COMPANION POLICY 55-102CP TO NATIONAL INSTRUMENT 55-102 of the Canadian Securities Administrators and to comply with all privacy laws. You shall not use the INK Services for the sending of unsolicited mass email or spamming.
You agree not to introduce into or through the Website any information or materials which may be harmful to others. You may not use the Website in any manner which could damage, disable, overburden, or impair the Website or interfere with any other person's use of the Website. You may not use any robot, spider or other automatic device, software program or manual process to monitor copy or interfere with any web pages on the Website.
You shall not use the INK Services in any manner or context that will be in any way derogatory to INK or any person or organization connected, referenced or depicted within the INK Services.
In the event the User is in breach of the foregoing provisions, and notwithstanding any other remedies that INK may have hereunder, the User shall indemnify INK for any damages suffered by INK arising out of such a breach, including any applicable charges or costs, together with interest, that are incurred by or imposed on INK by its suppliers in respect of any unauthorized dissemination, receipt or use of any Information or Derived Information.
9. FORUMS AND COMMENTS
When participating in or using any of INK's commenting application, forums, blogs or live chats (each a "Forum", collectively, "Forums"), User acknowledges and agrees that INK is not responsible for the content or accuracy of any information posted or provided by other Users, and INK is not responsible for any reliance or decisions made based on such information. User acknowledges and agrees that comments or information posted by other Users are the responsibility of that User and not of INK or the administrator, contributor, editor, or author of the Forum, and the views expressed in such comments or information does not necessarily reflect the views of INK or the administrator, contributor, editor, or author of the Forum.
If User participates or comments in any Forum on or through the Website, User shall not post, upload, link to, or otherwise distribute any information, materials or content that does not generally pertain to the designated topic or theme of the particular Forum, that violate the copyright of a third party, or that contain abusive, vulgar, offensive, threatening or harassing language, personal attacks of any kind, or offensive terms that target specific individuals or groups. By submitting information or comments on any of INK's Forums, User agrees that such information or comment is your own, and User holds INK, its affiliates, their respective directors, officers, employees, agents, third-party content providers, and licensors harmless from any and all repercussions, damages, or liability that may stem from your submission. User agrees that the content of all information or comment provided is immediately released into the public domain. User expressly agrees that INK reserves the right to refuse to post or to remove any posted information, in whole or in part, that INK determines, in its sole discretion, is unacceptable, undesirable, or in violation of other terms and conditions in this Agreement.
10. IMPORTANT: DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
USER EXPRESSLY AGREES THAT USE OF THE INK SERVICES IS AT HIS OR HER SOLE RISK. NEITHER INK, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS WARRANTS THAT USE OF THE INK SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE INK SERVICES OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED VIA THE INK SERVICES.
THE INK SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER APPLICABLE LAW.
THE DISCLAIMERS OF LIABILITY CONTAINED IN THIS SECTION APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, CANCELLATION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES THAT INK IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FORGOING RESTS ENTIRELY WITH EACH USER.
IN NO EVENT WILL INK OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE INK SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR TRADING LOSSES) RELATED TO THE USE OF THE INK SERVICES.
INK NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, OR STATEMENT PROVIDED VIA THE INK SERVICES. UNDER NO CIRCUMSTANCES WILL INK BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER'S RELIANCE ON INFORMATION OBTAINED VIA THE INK SERVICES. IT IS THE RESPONSIBILITY OF EACH USER TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE INK SERVICES.
INK DOES NOT ENDORSE, WARRANT, OR GUARANTEE ANY PRODUCT OR SERVICE THAT MAY BE OFFERED BY A THIRD PARTY THROUGH THE WEBSITE AND WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN USERS AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, USER SHOULD USE HIS OR HER BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
USER SPECIFICALLY ACKNOWLEDGES THAT IN NO EVENT WILL INK, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF (i) THE USE BY USER OF ANY BROWSERS OWNED OR OPERATED BY ANY PARTY AND/OR (ii) THE DOWNLOADING OF ANY SOFTWARE OWNED OR OPERATED BY ANY THIRD PARTY IN CONNECTION WITH THE INK SERVICES.
USER AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF INK, ITS AFFILIATES, LICENSORS (IF ANY) OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN ANY WAY CONNECTED WITH THE INK SERVICES SHALL NOT EXCEED THE AMOUNT OF FEES THE USER ACTUALLY PAID TO INK FOR THE INK SERVICES IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ARISES (SUCH FEES TO BE PRORATED ACCORDINGLY IF FEES ARE PAID ON AN ANNUAL OR NON-MONTHLY BASIS BY THE USER).
11. BASIS OF AGREEMENT
USER HAS ACCEPTED THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY AS PART OF THE BASIS OF THE AGREEMENT BETWEEN USER AND INK. USER UNDERSTANDS THAT THE SERVICE FEES AND CHARGES HEREUNDER WOULD BE HIGHER IF INK WERE REQUIRED TO BEAR LIABILITY FOR SUCH DAMAGES.
User agrees to indemnify and hold INK, its directors, officers, employees, and agents harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from User's use of the INK Services or from User's violation of this Agreement or any third party's rights including but not limited to copyright, property, and privacy rights. This indemnification will survive this Agreement and User's use of the INK Services.
13. LINKS TO THIRD-PARTY SITES
There may be links from the Website to third-party sites or pages, the contents of which are not verified, maintained, controlled or supervised by INK. Such hyperlinks are provided for User's reference only. INK is not responsible for and assumes no liability for the accuracy, completeness or timeliness of the information or contents of any linked sites or pages. The inclusion of any link on the INK Website does not imply that INK recommends, approves or endorses the linked site or pages. Any concerns regarding any external link should be directed to its respective site administrator.
14. MODIFICATION AND AVAILABILITY OF THE SYSTEM
User understands and acknowledges that INK may periodically modify the Website and/or the INK Services, and that those modifications may create substantial differences in how the Website operates or the features that it offers, including content, hours of availability, and equipment needed to access or use. The availability of the Website depends on many factors, including User's connection to the Internet, the availability of the Internet and the Internet backbone, and equipment that, by its nature, is not fault tolerant.
15. MODIFICATION OF THIS AGREEMENT
INK may change, modify, add or remove portions of this Agreement at any time. INK will notify User of any changes to this Agreement by posting notice of such changes on the Website or sending notice via email or postal mail. User agrees to review the terms and conditions periodically to be aware of such revisions. User's continued use of the INK Services following notice of such change means that User agrees to and accepts the Agreement as amended. If User does not agree to any modification of this Agreement, User must immediately stop using the INK Services and notify INK that he or she is terminating this Agreement.
16. TERMINATION & SURVIVAL OF CERTAIN TERMS
Either INK or User, or in the case of an organizational account, the administrator of such account, may terminate this Agreement at any time. User may terminate User's Subscription Plan by providing written notice by way of postal mail or e-mail to INK.
INK will not, under any circumstances, provide any refunds in connection with the termination of any Subscription Plans paid by User via credit card on-line payments. For any monthly Subscription Plan, terminations shall be effective at the end of the monthly billing period in which such termination was effected. For any annual Plan, terminations shall be effective at the end of the annual billing period in which such termination was effected.
User's only right with respect to any dissatisfaction with (i) any terms and conditions of this Agreement, (ii) any policy or practice of INK in operating the INK Website, (iii) content available through the Website or any change therein, or (iv) amount or type of fees or billing methods, or any change thereof, is to terminate this Agreement in accordance with this Section 15. INK has no obligation to provide User with notice of termination.
The terms of the sections of this Agreement entitled Copyright & Trade-marks, Limitations of Use, Disclaimers of Warranties and Limitation of Liability, and Indemnification, shall remain in effect after this Agreement has been terminated by INK or by User.
Each User shall be responsible for obtaining and maintaining all telecommunications, computer hardware and other equipment needed for access to and use of the INK Services, and User shall be responsible for all charges related thereto.
19. APPLICABLE LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of THE PROVINCE OF BRITISH COLUMBIA, without regard to its conflict of laws rules.
With respect to any claim, dispute or controversy arising out of or relating to a breach by User of any intellectual property rights of INK or a third party or any limitations of use provisions of this Agreement, including without limitation any breach by User of Sections 4, 5, 7 or 8 of this Agreement (an "Intellectual Property Claim"), the parties submit to the exclusive jurisdiction of the courts of British Columbia. In the event of any Intellectual Property Claim, INK may seek and obtain any provisional or final remedy or relief, including, without limitation, injunctive relief, from any court of competent jurisdiction, as may be necessary in INK's sole judgment to protect its intellectual property rights, or to enforce its contractual rights hereunder in the event of any breach hereof, or in order to protect against actual or threatened conduct that would cause or be likely to cause loss or damage if allowed to continue. User acknowledges that in the event of any Intellectual Property Claim, INK may suffer damages, irreparable harm and have no adequate remedy at law. In such event or the threat of any such event, INK will be entitled (in addition to any and all other remedies) to injunctive relief, specific performance and other equitable remedies without proof of monetary damages or the inadequacy of other remedies.
Except in the case of an Intellectual Property Claim, any other claim, dispute or controversy (whether in contract or tort, pursuant to statute, regulation or otherwise, and whether pre-existing, present or future) arising out of or relating to: (a) this Agreement; (b) the INK Services; (c) oral or written communications, statements, advertisements, or promotions relating to the INK Services or this Agreement; or (d) the relationships which result from this Agreement (including relationships with third parties who are not signatories to this Agreement) (collectively the "Claim") will be referred to and determined by arbitration (to the exclusion of the courts). User agrees to waive any right he or she may have to commence or participate in any class action against INK relating to any Claim and, where applicable, User agrees to opt out of any class proceedings against INK.
If User has a Claim, User should give written notice to arbitrate to INK at the address set out in Section 22 and if INK has a Claim then INK will give written notice to arbitrate to User at his or her address. Arbitration of Claims will be conducted in the forum and pursuant to the rules that may be agreed upon by INK and User and failing such agreement, the arbitration shall be conducted in English, in the city of Vancouver, British Columbia, pursuant to the Shorter Rules for Domestic Commercial Arbitration of the British Columbia International Commercial Arbitration Centre.
User must be at least 18 years of age and able to enter into binding contracts. The Website is not available for use by minors. User represents and warrants that it has the authority to enter into this Agreement, whether in writing or in electronic form. If accepted by User, this Agreement will constitute a valid and binding obligation on both parties, enforceable in accordance with its terms.
21. NO PARTNERSHIP, JOINT VENTURE OR FIDUCIARY RELATIONSHIP
Nothing contained in this agreement is to be deemed or construed to create between the parties a partnership, joint venture, agency or fiduciary relationship, and the parties do not intend to create any such relationship by this agreement. No party has the authority to act on behalf of any other party, or to commit any other party in any manner at all or cause any other party's name to be used in any way not specifically authorized by this agreement.
22. FORCE MAJEURE
INK shall not be liable for delay or failure of performance of any of the acts required by this Agreement when such delay or failure arises from circumstances beyond the control and without the gross negligence or willful misconduct of INK. Such causes may include, without limitation, acts of God, acts of government in its sovereign or contractual capacity, acts of a public enemy, acts of civil or military authority, war, riots, civil strife, terrorism, blockades, sabotage, rationing, embargoes, epidemics, earthquakes, fire, flood, quarantine restrictions, power shortages or failures, utility or communication failures or delays, labour disputes, strikes, or shortages, supply shortages, equipment failures, or solitary malfunctions. The time for performance of any act delayed by such events may be postponed for a period equal to the delay.
23. CONTACT INFORMATION
If you have any questions about the INK Services, this Agreement, or if you want to contact INK for any reason, please direct all correspondence to email@example.com
or by postal mail to:
INK Research Corp.
c/o 700 - 401 West Georgia Street
Vancouver, British Columbia
Canada V6B 5A1