1. Changes to the Terms and Conditions
Do Process reserves the right, at its sole discretion, from time to time, to modify, add, or delete (“Change”) portions of the Terms and Conditions, and you agree to be bound by such Changes. Such Changes will be effective immediately upon notice to you, which may be given by any means including, posting on the Website or by e-mail. You agree to regularly review the Terms and Conditions posted at the Website and to be aware of such revisions. Your use of the Website following any such Change constitutes your agreement to follow and be bound by the Changed Terms and Conditions.
As between you and Do Process, exclusive ownership of, and title to, all copyrights, trademarks, service marks, patent rights, trade secrets and all other intellectual property and other proprietary rights in the Website and all of its functionality and content, including, software, text, design, graphics, images, data, advertisements, audio, video and all trade-marks, service marks and trade names and the selection and arrangements thereof will remain with, and vest in, Do Process. Except as expressly provided in the Terms and Conditions, no licence to use, copy, distribute, republish, transmit or otherwise exploit any Website functionality or content is given to you and all intellectual property and other proprietary rights in and to the Website and all of its functionality and content are expressly reserved to Do Process.
3. Access to Protected Areas
Access to certain portions of the Website (“Protected Areas”) require registration and are controlled through the use of a user name and password (“Login Credentials”) that are assigned to you by Do Process. By registering, you represent and warrant that the information you provide is true and that you will keep it up to date.
You are responsible for the use of your Login Credentials and you must keep them confidential and secure. You must notify Do Process immediately of any breach of security or unauthorized use of your Login Credentials.
By registering or accepting the Login Credentials, you agree that Do Process may publish your name, firm, and business contact information in the Do Process online directory which can be accessed by other users of the Protected Areas to facilitate user communication and information sharing.
4. Scope of Use
Subject to the Terms and Conditions, you may Access the Website solely for your own personal use or for the internal use of the company you represent provided that you may not, and agree not to, directly or indirectly (including by allowing someone else to):
(a) Access the Website in a manner that could damage, disable, abuse or otherwise interfere with the Website, its security, any services, system resources, accounts, servers or networks connected to or accessible through the Website, or any other person’s use or enjoyment of the Website;
(b) upload to, distribute to, or otherwise disseminate through the Website any material or information of any kind that is libellous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity (including any intellectual property or other property rights), or that contain viruses, backdoors or any other harmful or malicious code;
(c) sell, lease, transfer, provide or otherwise make available the Website or any portion of the Website to any third party, whether as a demonstration or otherwise; or
(d) frame, mirror, scrape or data-mine the Website or any content in any form or by any means, and will not attempt to access any Protected Areas or otherwise restricted areas of the Website or Do Process’s systems.
You also agree that you are solely responsible for actions and communications undertaken or transmitted while you Access the Website, and that you will comply with all laws that apply or may apply to your Access of the Website.
5. Right to Control Access, Functionality, and Content
Do Process reserves the right, at its sole discretion, from time to time, without notice, to:
(a) modify, add, or delete portions of the Website, including its functionality or content; or
(b) deny, restrict, control, or revoke your Access to the Website, or to any portion of the Website.
While Do Process endeavors to ensure that the Website is available at all times, Do Process will not be liable if, for any reason, the Website is unavailable at any time or for any period.
6. Links and Third Parties
The Website may contain links to third party websites, services, or content that are not owned or controlled by Do Process. Do Process has no control over, and assumes no responsibility for, the content, or practices of any such third party websites, or services. The existence of such a link in the Website does not constitute a recommendation or other approval by Do Process of any third party websites, services, or content and any opinions or recommendations expressed in such third party websites, services, or content are those of the relevant third party provider and are not the opinions or recommendations of Do Process.
THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND DO PROCESS DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITE, INCLUDING ANY MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DO PROCESS DOES NOT REPRESENT OR WARRANT: THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED AND ERROR-FREE; OR THE CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY CONTENT OR OTHER INFORMATION PROVIDED THROUGH THE WEBSITE. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE.
8. Limitation of Liability
YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. IN NO EVENT WILL DO PROCESS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, PUNITIVE, OR AGGRAVATED DAMAGES, DAMAGES FROM LOSS OF PROFITS OR REVENUES, FAILURE TO REALIZE ANY EXPECTED SAVINGS, BUSINESS INTERRUPTION, LOSS OF OPPORTUnity, OR CORRUPTION OR LOSS OF DATA, OR FAILURE TO TRANSMIT OR RECEIVE ANY DATA, EVEN IF DO PROCESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE LIMITATIONS ON LIABILITY IN THIS PARAGRAPH WILL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND OR CLAIM, INCLUDING BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH), NEGLIGENCE, TORT OR ANY OTHER LEGAL THEORY, AND WILL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OF THE TERMS AND CONDITIONS OR OF ANY REMEDY CONTAINED HEREIN. FOR GREATER CERTAINTY, IN NO EVENT WILL DO PROCESS BE LIABLE IN RESPECT OF ANY THIRD PARTY CLAIM.
You agree to defend, indemnify and hold Do Process, its affiliates and related companies, and any of their respective directors, officers, employees, agents, contractors, harmless from and against all claims, liability, and expenses, including all legal fees and costs, arising out of your breach of any provision of the Terms and Conditions, or your Access to the Website.
10. Governing Law
You agree that the Terms and Conditions will be governed by and construed in accordance with the laws in effect in the Province of Ontario, without giving effect to any choice-of-law rules that may require the application of the laws of another jurisdiction. Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of Ontario for the purpose of any suit, action or other proceeding arising out of this Agreement or the subject matter hereof brought by either party or their successors or assigns
f any provision of the Terms and Conditions are found to be unlawful, void or unenforceable, then such provision will be deemed severable and will not affect the validity and enforceability of any remaining provisions. The language in the Terms and Conditions will not be interpreted strictly for or against any party. Neither the Terms or Conditions nor any rights or obligations hereunder, in whole or in part, may be assigned by you. All of the provisions of these Terms and Conditions that by their nature are intended to survive, including but not limited to ownership, disclaimers, limitations on liability and indemnifications but not warranties, will survive termination and you agree to remain bound by those provisions.