Last Updated: This Agreement was last revised on SEPTEMBER 1, 2014.
The following constitutes the Digital Mosaic Corp. Terms of Service agreement ("Agreement"), is a legally binding agreement between Digital Mosaic Corp. Inc. ("Digital Mosaic Corp.", "Our", "Us" or "We") and you ("You" or "Your") and applies to Your use of the Services (as defined below).
PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. YOU SHOULD PRINT A COPY OF THESE TERMS OR SAVE THEM ON YOUR DEVICE IN THE EVENT THAT YOU NEED TO REFER TO THEM IN THE FUTURE.
BY CLICKING THE "REGISTER" BUTTON PRESENTED WITH THIS AGREEMENT AND/OR CLICKING THE APPLICABLE BUTTON TO COMPLETE THE ACCEPTANCE AND REGISTRATION PROCESS, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
Description of the Services. Digital Mosaic Corp. operates an online service and mobile device application that allows carwash owners and operators to market their carwashes (the "Digital Mosaic Corp. Service"). The services offered by Digital Mosaic Corp. include: (i) any Digital Mosaic Corp.-branded software; (ii) any services offered on any Digital Mosaic Corp.-branded URL, including www.Digital Mosaic Corp..com; (iii) any other features, content, services or applications offered or operated from time to time by Digital Mosaic Corp. in connection with Digital Mosaic Corp.'s business that are targeted at owner/operators of carwash facilities; and (iv) any other features, content, services or applications offered or operated from time to time by Digital Mosaic Corp. in connection with Digital Mosaic Corp.'s business that are targeted at users and customers of carwash facilities; (collectively, the "Other Services", and together with the Digital Mosaic Corp. Service, the "Services").
Acceptance. By accessing, receiving, and/or using the Services, You agree, without limitation or qualification, to be bound by and to comply with this Agreement, Other Terms, Additional Terms and Applicable Laws. If You do not agree to be bound by this Agreement (or any applicable Other Terms or Additional Terms) and to abide by all Applicable Law, then You are not authorized to use the Services and must discontinue use.
Use of the Services on Behalf of an Organization. If You are using the Services on behalf of an organization (such as a company, corporation or partnership): (i) You are agreeing to this Agreement for that organization and represent and warrant to Digital Mosaic Corp. that You have the authority to bind that organization to this Agreement (in which event, "You" and "Your" will refer to that organization) unless that organization has a separate contract in effect with Us, in which event the terms of that contract will govern Your use of the Services; (ii) You may use the Services only in compliance with this Agreement and only if You have the power to form a contract with Digital Mosaic Corp. and are not barred under any Applicable Laws from doing so; and (iii) Your use of the Services shall be governed by this Agreement, except where any separate agreement governing Your Account that expressly purports to supersede or prevail over this Agreement. If, after acceptance of this Agreement, We find that You do not have the legal authority to bind such organization, You will be personally responsible for the obligations contained in this Agreement.
Location of Provision of the Services and Location of Data. While Digital Mosaic Corp. operates from Canada, the Services and personal information that We collect and Your Content (as defined below) are transferred to and hosted in the United States and other jurisdictions. As part of Your use of the Services, You consent to the transfer of personal information and Your Content (as defined below) outside of Canada. Digital Mosaic Corp. does not represent that Content (as defined below) or other materials presented on or through the Services are appropriate or available for use in other locations or jurisdictions. If You access the Services from a jurisdiction other than Canada, You agree that You do so on Your own initiative, and are responsible for compliance with local laws.
Eligibility. Use of the Services is void where prohibited. By using the Services, You represent and warrant that: (a) all registration information You submit to Digital Mosaic Corp. is truthful and accurate; (b) You will maintain the accuracy of such information; and (c) Your use of the Services does not violate any Applicable Law.
Modification of this Agreement. Digital Mosaic Corp., in its sole and absolute discretion, may change or modify this Agreement and any of the Other Terms or Additional Terms, at any time, and such changes or modifications shall be effective immediately upon posting to the Website. You acknowledge and agree that: (i) Digital Mosaic Corp. may notify You of such changes or modifications by posting them to the Website and/or the Services (including, without limitation, by notification through the Services' sign-in processes) or by e-mail; and (ii) Your use of the Services after such changes or modifications have been made (as indicated by the "Last Updated" date at the top of this page) shall constitute Your acceptance of this Agreement as last revised. If You do not agree to such amended or modified Agreement, then You must immediately stop using the Services and terminate this Agreement in accordance with Section 13.
Changes to the Services and Beta Features.
We reserve the right in Our sole and absolute discretion to make changes from time to time and without notice in how We offer and operate the Services. Digital Mosaic Corp. reserves the right to modify, suspend or terminate the Services (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice or liability to You. Without limiting the foregoing, Digital Mosaic Corp. may provide notice of any such changes to the Services by posting them on the Website and/or via the Services. Digital Mosaic Corp. reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Services at any time. We may add or remove functionalities or features, and We may suspend or stop a Service altogether. You agree that Digital Mosaic Corp. shall not be liable to You or any party for any modification or cessation of the Services. You acknowledge that Digital Mosaic Corp. has no express or implied obligation to provide, or continue to provide, the Services, or any part thereof, now or in the future; and in addition, Digital Mosaic Corp. may at any time, upon prior notice as required by Applicable Law, institute or revise fees for the Services. Digital Mosaic Corp. reserves the right to modify or replace any of its policies and practices related to the Services. To the extent that any of the foregoing requires a modification of this Agreement, such modification will be made in accordance with Section 2.2 above.
We continually update and test various aspects of the Services, including features, tools, functions and user interfaces ("Test Items"). We reserve the right to, and by using the Services You agree that We may, include You in or exclude You from these tests without notice. Test Items are offered solely for experimental and evaluation purposes and without any warranty or condition of any kind, and may be modified or discontinued at any time at Our sole discretion. The provisions of this Section apply with full force to all Test Items.
OWNERSHIP AND RESERVATION OF RIGHTS
All trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights in or related to the Services are and will remain the exclusive property of Digital Mosaic Corp. or its licensors, whether or not specifically recognized or perfected under local law. You will not acquire any rights in the Services except the limited use right specified in this Agreement. The Services are confidential and proprietary information of Digital Mosaic Corp. and/or its licensors. You agree to take reasonable steps to protect the Services from unauthorized disclosure or use. This Agreement and any Additional Terms include only narrow, limited grants of rights to Digital Mosaic Corp. Content and to use and access the Services. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to You are reserved by Digital Mosaic Corp. and its licensors and other third parties. Any goodwill that is created in connection with Your use of Digital Mosaic Corp. Content or the Services enures to Digital Mosaic Corp.. Any unauthorized use of any Digital Mosaic Corp. Content or the Services for any purpose is prohibited.
Rights to use the Services. Subject to the terms and conditions of this Agreement, Digital Mosaic Corp. hereby grants You, and You hereby accept from Digital Mosaic Corp., a personal, non-exclusive, non-assignable, non-transferable, revocable, limited right to access and use the Services. The foregoing right to use the Services is limited Your own internal use only and solely in strict compliance with this Agreement and all Applicable Laws in this Agreement.
Your Account, Password, and Security. In order to access and use the Services, We require You to open an account with Digital Mosaic Corp. ("Account"). Opening an Account requires You to complete an online registration process by providing Us with current, complete and accurate information as prompted by Us during the registration process. You represent and warrant to Us that all information that You submit when You register for Your Account is accurate, current and complete, and that You will keep Your Account information accurate, current and complete. You may be required to choose a password for Your Account. You are entirely responsible for maintaining the confidentiality of Your password and Account. Furthermore, You are entirely responsible for any and all activities that occur under Your Account. You agree to notify Digital Mosaic Corp. immediately of any unauthorized use of Your Account or any other breach of security. Digital Mosaic Corp. will not be liable for any loss that You may incur as a result of someone else using Your password or Account, either with or without Your knowledge. However, You could be held liable for losses incurred by Digital Mosaic Corp. or another party due to someone else using Your Account or password. The foregoing sentence shall survive the termination or expiration of this Agreement. You may not use anyone else's Account at any time without the permission of the Account holder.
Acceptable Use. You shall not use the Services in any fashion except as expressly permitted by this Agreement. Without limiting the generality of the foregoing, You shall not and shall not encourage or assist any party (including, but not limited to, Your employees) to, directly or indirectly, do any of the following acts: (i) sell, reproduce, modify or attempt to modify the Services or any of Digital Mosaic Corp.'s Content (as defined below) in any way; (ii) reverse engineer, disassemble or decompile any software used to provide or access the Services (including, without limitation, the Services and/or Components), or attempt to discover or recreate the source code used to provide or access the Services; (iii) use any of the Services in any manner or for any purpose other than as expressly permitted by this Agreement, Other Terms or Additional Terms; (iv) sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to You with respect to the Services to any third party; (v) remove, obscure or alter any proprietary rights notice pertaining to the Services; (vi) access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas; (vii) use the Services to engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (viii) use the Services to post any inappropriate Content, such as Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (ix) interfere with or disrupt servers or networks used by Digital Mosaic Corp. to provide the Services or used by other Users to access the Services, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another User's full use and enjoyment of any of the Services; (x) cause, in Digital Mosaic Corp.'s sole discretion, inordinate burden on the Services or Digital Mosaic Corp.'s system resources or capacity; (xi) modify, translate, or create derivative works based on any portion of the Services or any Digital Mosaic Corp. Content; (xii) access or use the Services in order to build a competitive product or Services or copy any features or functions of the Services; (xiii) circumvent or modify, attempt to circumvent or modify, or encourage or assist any other party in circumventing or modifying any security technology or software that is part of the Services; (xiv) impersonate or attempt to impersonate Digital Mosaic Corp. or Our employees (including, without limitation, the use of e-mail addresses associated with any of the foregoing); (xv) use the Account, username, or password of another User of the Services at any time; or (xvi) violate any Applicable Law. You acknowledge and additionally agree that We reserve the right to stop any conduct that restricts or inhibits other Users of the Services from fully utilizing and enjoying the Services and, further, We reserve the right to act to delete any and all Content (as defined below) that contravenes any of this Agreement or which may otherwise have a negative impact on the safe, respectful, legal, friendly and courteous operation of the Services.
THIRD PARTY TECHNOLOGY
The Services may contain features or functionality designed to interoperate and/or integrate with software, applications or services that are provided by parties other than Digital Mosaic Corp. or You ("Third Party Services"). To use such features, You may be required to obtain access to such Third Party Services from their providers (which may require You to pay fees to the provider of such Third Party Services). We do not endorse and are not responsible or liable for the products or services provided by such third parties. We are not responsible for the operation or functionality of any Third Party Services. You are solely responsible for Your use of any Third Party Services. ANY THIRD PARTY SERVICES DOWNLOADED OR OTHERWISE OBTAINED IN CONNECTION WITH YOUR USE OF THE SERVICES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR DEVICE, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH THIRD PARTY SERVICE. If the provider of any such Third Party Services ceases to make the Third Party Services available for interoperation with the corresponding Services features or functionality, We may cease providing such features or functionality.
Your Content. In this Agreement, "Content" means, collectively, text, files, documents, reports, results, information, bulletins, images, logos, photos, video, works, works of authorship or similar materials; and "post" means to transmit, submit, display and/or publish. By posting any Content on, through or in connection with the Services, You hereby grant to Digital Mosaic Corp. a non-exclusive, transferrable, sublicensable, royalty-free, fully paid, perpetual, irrevocable, worldwide license to use, aggregate, reproduce, transmit, distribute, modify, delete from, add to, combine with other Content, create derivative works of, display, perform, and otherwise fully exploit such Content in connection with the Services and our (and our successors' and assigns') businesses, including without limitation for promoting and redistributing part or all of the Services (including, but not limited to, any other features, content, services or applications offered or operated from time to time by Digital Mosaic Corp. in connection with Digital Mosaic Corp.'s business that are targeted at users and customers of carwash facilities) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after termination of Your Account or this Agreement. Each time You post Content, You represent and warrant that: (i) You own the Content posted by You, or otherwise have the right to grant the license set forth in this Section 7.1; (ii) the posting of Your Content does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any party; and (iii) no fees or payments of any kind shall be due by Digital Mosaic Corp. to any organization for the distribution of Your Content as contemplated by this Agreement and You agree to pay for all royalties, fees, and any other monies owing to any party by reason of the use of any Your Content. You agree to pay for all royalties, fees, and any other monies owing to any party by reason of the use of any Content posted by You. You agree that (a) Your Content will be treated as non-confidential - regardless of whether You mark them "confidential," "proprietary," or the like - and will not be returned, and (b) Digital Mosaic Corp. does not assume any obligation of any kind to You or any third party with respect to Your Content. Upon Digital Mosaic Corp.'s request, You will furnish us with any documentation necessary to substantiate the rights to such Content and to verify Your compliance with this Agreement and any applicable Additional Terms. You acknowledge that the internet, and the technology of Digital Mosaic Corp. and third parties used to enable it, may be subject to breaches of security and that You are aware that the posting of Content may not be secure, and You will consider this before posting any Content.
Digital Mosaic Corp.'s Content. The Services contain Content owned by Digital Mosaic Corp. ("Digital Mosaic Corp. Content"). Digital Mosaic Corp. Content is protected by copyright, trademark, patent, trade secret and other laws, and Digital Mosaic Corp. owns and retains all rights in the Digital Mosaic Corp. Content and the Services. Digital Mosaic Corp. hereby grants You a limited, revocable, non-sublicensable license to reproduce and display the Digital Mosaic Corp. Content (excluding any software code) solely for Your personal use in connection with viewing the Website and using the Services, and in connection with standard search engine activity or use of a standard Internet browser (e.g., for making cache copies). The foregoing limited license: (i) does not give You any ownership of, or any other intellectual property interest in, any Digital Mosaic Corp. Content, and (ii) may be immediately suspended or terminated for any reason, in Digital Mosaic Corp.'s sole discretion, and without advance notice or liability. In some instances, We may permit You to have greater access to and use of Digital Mosaic Corp., subject to certain Additional Terms. You are only granted a limited license, and, as between You and Digital Mosaic Corp., there is not a sale with respect to Digital Mosaic Corp. Content.
User Content. The Services may contain Content posted by Users ("User Content"). Except as otherwise provided within this Agreement, or in any Additional Terms, You may not copy, download, communicate, make available, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any User Content appearing on or through the Services.
Licensed Content. The Services contain Content of third party licensors that are not Users (such licensors, "Third Party Licensors" and such content "Third Party Content"). Third Party Content is protected by copyright, trademark, patent, trade secret and other laws, and each Third Party Licensor retains rights in its Third Party Content. Subject to any applicable Additional Terms, You are hereby granted a limited, revocable, non-sublicensable license to view, or listen to, as applicable, the Third Party Content solely for Your personal, internal use in connection with viewing and using the Services and in connection with standard search engine activity or use of a standard Internet browser (e.g., for making cache copies). Except for the foregoing limited license, and except as otherwise expressly provided in writing by Digital Mosaic Corp., You are granted no right, title or interest in any Third Party Content. You are only granted a limited license, and, as between You and Digital Mosaic Corp., there is not a sale with respect to Third Party Content. Except as otherwise provided within this Agreement or applicable Additional Terms, You may not copy, download, communicate, make available, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Third Party Content.
Digital Mosaic Corp.'s Responsibility for Content. Digital Mosaic Corp. may delete any Content (including, but not limited to, Your Content) that in the sole judgment of Digital Mosaic Corp. violates this Agreement or which may be offensive, illegal or violate the rights of any party, or harm or threaten the safety of any party. Digital Mosaic Corp. assumes no responsibility for monitoring the Services for inappropriate Content or conduct. If at any time Digital Mosaic Corp. chooses, in its sole discretion, to monitor the Services, Digital Mosaic Corp. nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the party submitting such Content. Digital Mosaic Corp. cannot, does not and will not guarantee the accuracy, completeness and quality of any Content appearing on, or otherwise made available by, the Services, including, but not limited to, any Digital Mosaic Corp. Content or User Content. You acknowledge and agree that reliance on any Content accessible through the Services is solely at Your own risk. WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR THE USE, MISUSE OR RELIANCE ON ANY CONTENT.
Metadata. Digital Mosaic Corp. is continuously looking for ways to optimize and improve the Services and Our business generally. Creating and generating Metadata (as defined below) helps Us in that regard. We will, from time to time, collect data about how You interact and use the Services ("Transaction Data"). We will also, from time to time, create anonymous data and records derived from and generated by Your Transaction Data and certain demographic and other information when You register as an Operator (collectively, "Metadata"). By using the Services, You hereby grant to Us a world-wide, fully-paid, royalty-free, irrevocable perpetual, unrestricted, transferrable, sub-licensable, right and license to create Metadata. We exclusively own all rights, including, but not limited to, intellectual property rights, in and to all Metadata and We are entitled to the unrestricted use and dissemination of all Metadata for any purpose (commercial or otherwise).
FEES AND PAYMENT
Fees. You acknowledge that Digital Mosaic Corp. reserves the right to charge for any portion of the Services and to change its fees (if any) from time to time in its discretion on a prospective basis. We may change terms and conditions of offers from time to time and may refuse or cancel orders; provided, however, that if We have charged You prior to rejecting an order We will issue a refund. We try to accurately describe our products and services, and their pricing, but typos and other errors may occur so We do not warrant that specifications, pricing or other Digital Mosaic Corp. Content or Services will be complete, error-free, current, reliable or accurate. We will make good faith efforts to post corrections when such mistakes of a material nature are discovered and We will provide You with suitable means to allow You to correct any input errors You make before You make a payment for the Services. If Digital Mosaic Corp. terminates Your Account because You have breached the Agreement, You shall not be entitled to the refund of any unused portion of fees or payments (if any). If You terminate Your Account, You shall not be entitled to the refund of any unused portion of fees or payments (if any). If Digital Mosaic Corp. terminates Your Account or any ongoing Services for which You have paid, other than for Your breach of the Agreement (or of applicable Additional Terms), then as Your sole remedy, Digital Mosaic Corp. shall provide a pro-rata refund of any fees or payments (if any) for Services that You paid for but that were not yet delivered. Digital Mosaic Corp. may require that You agree to certain Additional Terms for some Services, such as related to fee-based portions of the Services. We may offer customer support services from time to time, but are not obligated to do so. Operator support representatives do not have the authority to bind us or to change or waive our rights under this Agreement or any Additional Terms.
Payment. Purchases may be paid for by providing a valid credit card or such other payment methods that We may accept from time to time ("Payment Method"). Confirmation of an order will be sent to the e-mail address on file for Your Account. Payments are processed by Our third party billing and payment processing provider (the "Billing Provider"). By approving the purchase of the product or service, You authorize Digital Mosaic Corp. to charge the designated Payment Method for the total amount of the purchase. When You provide Us with Your information about Your Payment Method, that information, potentially along with other Personal Information about You, will be shared with the Billing Provider for the purposes of processing Your payments. You hereby consent to Our disclosure of Your information (including, but not limited to, Personal Information) to the Billing Provider for the foregoing purposes. You further acknowledge and agree that the Billing Provider may also collect from You information about You and the collection and use of such information will be subject to the terms of any terms of policies put in place by such Billing Provider, which may be made available to You during the payment information registration process. You acknowledge and agree that Digital Mosaic Corp. shall have no liability to You in connection with the use and disclosure of Your Personal Information when collected by the Billing Provider. If Your Payment Method is on file with Us, all information must be kept current and valid.
We welcome Your feedback and comments regarding the Services. By submitting or providing Us with comments, messages, suggestions, ideas, concepts, feedback or other information about the Services, Digital Mosaic Corp. and/or its operations (collectively, "Submissions") You thereby and hereby: (a) represent and warrant that none of the Submissions are confidential or proprietary to You or to any other party; (b) represent and warrant that none of the Submissions breach any agreement to which You are a party; and (c) grant Digital Mosaic Corp. an exclusive fully paid-up, royalty-free, perpetual, irrevocable, unrestricted, transferable, sub-licensable, worldwide right and license to the right to use, share and commercialize Your Submissions in any way and for any purpose. You also waive in favour of Digital Mosaic Corp. and its successors and assigns any and all of Your moral rights in and to all Submissions. These rights survive this Agreement.
TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, THE SERVICES (INCLUDING, BUT NOT LIMITED TO, YOUR ACCESS TO AND USE OF THE SERVICES) ARE PROVIDED "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS". Digital Mosaic Corp. MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, ENDORSEMENTS, UNDERTAKINGS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF THE TRADE) AS TO, ARISING OUT OF OR RELATED TO THE FOLLOWING: (I) THIS AGREEMENT; (II) THE SERVICES (INCLUDING, WITHOUT LIMITATION, (A) THE PERFORMANCE OF THE SERVICES OR ITS FAILURE TO PERFORM, (B) THE AVAILABILITY OR RELIABILITY OF THE SERVICES, (C) THE FUNCTIONS, CONTENT AND INFORMATION MADE ACCESSIBLE OR AVAILABLE ON OR THROUGH THE SERVICES, AND (D) COMPONENTS); AND/OR (III) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION OR DATA TRANSMITTED TO OR FROM Digital Mosaic Corp., YOU OR OTHERS VIA THE SERVICES.
At Digital Mosaic Corp.'s request, You will defend, hold harmless, and indemnify Digital Mosaic Corp. and its directors, officers, employees, agents, subsidiaries, affiliates and each of their successors from and against all claims, actions, demands, proceedings, damages, costs and liabilities of any kind (collectively, "Claims") to the extent that the Claims arise out of or relate to Your use of the Services, Your Content or Your breach of Your warranties or obligations under this Agreement.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL Digital Mosaic Corp. AND/OR ITS LICENSORS OR REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON YOUR CLAIMS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE SERVICES, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OR OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRED SUCH LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF EXCLUSION OF LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN ADDITION, IN NO EVENT WILL Digital Mosaic Corp.'S CUMULATIVE OR AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE IN CONNECTION WITH THE SERVICES OR OTHERWISE UNDER THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS (CAD $100.00).
TERM AND TERMINATION
The term of this Agreement starts upon Your acceptance of this Agreement and continues until it is terminated as provided for in the terms of this Section 13. This Agreement shall terminate upon written notice by either party (e-mail is accepted, provided that Your notice comes from the e-mail address associated with Your Account). Digital Mosaic Corp. may suspend or terminate Your access to the Services (in whole or in party), Your Account and/or this Agreement for any reason at any time, with or without cause, and with or without notice. You may terminate this Agreement and Your Account at any time by notifying Digital Mosaic Corp. of such termination. Upon the termination of this Agreement for any reason, all rights granted to You hereunder will terminate and, except as otherwise set forth in this Agreement, upon termination of any Services, Your right to use such Service will automatically terminate immediately. Termination of any Service includes removal of access to such Service(s) and barring of further use of the Services and may include deletion of Your Account and all related information, files and data associated with or inside Your Account. Termination of all Services also includes deletion of Your Account and all related information, files and data associated with or inside Your Account. All provisions of this Agreement, which by their nature should survive, shall survive termination of Services and/or this Agreement, including, without limitation, ownership provisions, Your payment obligations, Your representations and warranties, warranty disclaimer, limitations of liability, indemnities and Sections 14 to 20.
You agree that We may include Your name, logo and/or trademarks in a list of Our Users or Operators, on the Website or in other promotional materials. You also agree that We may verbally reference You as a User of the Services. You may withdraw the permissions granted to Us in this Section 14 by e-mailing a request to email@example.com.
THIRD PARTY WEBSITES AND LINKS
The Services may contain links to or the Content of/from third party websites (collectively, "Third Party Websites"). Third Party Websites are not owned or controlled by Digital Mosaic Corp., therefore Digital Mosaic Corp. has no control over any domain name, products, services, materials or other information in or available through Third Party Websites. We assume no responsibility for any Third Party Websites including, but not limited to, any Content within on or available at a Third Party Website. Digital Mosaic Corp. makes no representations, warranties, conditions or undertakings regarding, nor endorses, any Third Party Websites. You agree that You assume all risk when accessing any Third Party Websites. Access to any Third Party Websites through the Services, regardless of whether a Third Party Website is linked from the Services, is entirely at Your own risk and it is Your responsibility to take all protective measures to guard against viruses or other destructive devices and/or programs.
Where We require that You provide an e-mail address, You are responsible for providing Us with Your most current e-mail address. In the event that the last e-mail address You provided to Us is not valid, or for any reason is not capable of delivering to You any notices required/permitted by this Agreement, Our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You consent to receive all communications including notices, agreements, disclosures, or other information from Us electronically. We may provide all such communications by e-mail or by posting them on the Services. You may send notices of a legal nature to: firstname.lastname@example.org or the following address: Digital Mosaic Corp. Inc., 1225 Franklin Blvd, Cambridge, Ontario, Canada, N1R 7E5, Attention: Nathan Ewing. Nothing herein shall limit Our right to object to subpoenas, claims, or other demands.
COMPLIANCE WITH LAWS
Digital Mosaic Corp. reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Digital Mosaic Corp. to disclose the identity of anyone posting any e-mail or other messages, or publishing or otherwise making available any Content or Your Content that is believed or alleged (reasonably or not) to violate this Agreement or any Applicable Law. You acknowledge and agree that Digital Mosaic Corp. may investigate any violations of law and may cooperate with law enforcement authorities in You in this regard.
This Agreement shall be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province without regards to conflict of laws principles. The parties hereby expressly and irrevocably attorn to the exclusive jurisdiction of the courts in the Province of Ontario. The United Nations Convention on Contracts for the International Sale of Goods (also called the Vienna Convention, and which is cited in the statutes of Canada as the International Sales of Goods Contracts Convention Act) will not apply to this Agreement, the Services or the transactions contemplated by this Agreement.
We shall not be liable to You for any failure or delay in performance by circumstances beyond Our control, including, but not limited to, acts of God, fire, labour difficulties, governmental action or terrorism.
This Agreement (and the documents referred to herein, including, without limitation, Other Terms and Additional Terms) constitute the entire agreement between You and Us in relation to the use of the Services, and replace and extinguish all prior agreements, arrangements or undertakings of any nature made by the parties, whether oral or written, in relation to such subject matter. The division of this Agreement into sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. The failure of Digital Mosaic Corp. to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. You may not transfer or assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of Digital Mosaic Corp. and any such assignment shall be null and void from the beginning. We may assign this Agreement at any time without notice to You. This Agreement shall enure to the benefit of and be binding upon Digital Mosaic Corp.'s or Your respective permitted successors and assigns.