(Last Updated on Jan. 22, 2010)
THESE TERMS AND CONDITIONS CONTAIN LEGAL OBLIGATIONS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING A WALTHER ENTERPRISES SITE.
Welcome to the Internet sites of Walther Enterprises and its subsidiaries ("WE"). These Terms And Conditions apply to all WE Internet sites which reference these Terms And Conditions (each a "WE Site" and collectively the "WE Sites"). By using a WE Site, or any of the products or services (collectively the "Services") available on a WE Site, you agree, without limitation or qualification, to be bound by these terms and conditions and such other additional or alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection with any particular WE Site or Service, all as may be modified by WE from time to time in its sole discretion (collectively the "Terms And Conditions"). If you do not agree with these Terms And Conditions, you may not use a WE Site or any of the Services on a WE Site.
Please note that we reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms And Conditions at any time. Please check periodically for changes. Your continued use of a WE Site following the posting of any changes to these Terms And Conditions will mean you accept those changes.
ACCURACY AND RELIABILITY OF INFORMATION
All information and images on the WE sites are deemed accurate and reliable but no guarantee is implied. Information and images should be verified before entering into a contract.
REGISTRATION, ACCOUNTS AND PASSWORDS
Certain of the Services and related features made available on a WE Site may require registration or subscription. Should you choose to register or subscribe for any such Services or related features, you agree to provide accurate and current information about yourself as required by the relevant registration or subscription process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree to be responsible for:
(a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of any registration or subscription on a WE Site;
(b) all activities that occur under such password or account.
Further, you agree to notify WE of any unauthorized use of your password or account. WE shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Section.
RESTRICTIONS ON USE OF MATERIALS
All material, information and content (collectively "Content") available on a WE Site, including the manner in which such Content is presented, and the Services are: Copyright 2010 Walther Enterprises, its affiliates and/or licensors. All rights reserved. Such Content is protected by Canadian and worldwide copyright laws and treaty provisions. WE grants you a limited non-exclusive, non-transferable license to use and display on your computer or other electronic access device, the Content and Services for your own personal and non-commercial use only, provided that you do not modify the Content and that you maintain all copyright and other proprietary notices. Except as provided herein, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available any of the Content obtained through a WE Site or any of the Services, including without limitation, by caching, framing or similar means, without the prior written consent of the respective copyright owner of such Content.
VolksWatch, Ultimate Driving Report, NiagaraHouses.com, ThunderBayHouses.com, SaultHouses.com and all associated designs and logos are trademarks of Walther Enterprises. All other product, brand and company names and logos used or mentioned on a WE Site or any of the Services may be the trademarks or registered trademarks of their respective owners. Any use of any trademarks appearing on a WE Site or any of the Services without the express written consent of the owner of the trademark is strictly prohibited.
In consideration of the availability, and your use, of a WE Site or any of the Services, you agree to comply with all applicable laws and these Terms And Conditions when using such WE Site or Service. You acknowledge that WE may investigate any violations of law and may cooperate with law enforcement authorities in prosecuting users in this regard. Additionally, you agree not to:
(a) post, transmit, link to, or otherwise distribute any materials, information or content constituting, advocating or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use a WE Site or any of the Services in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying a WE Site, any of the Services, or the Internet;
(b) defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others, including without limitation, rights relating to privacy and publicity;
(c) post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information;
(d) post, transmit, link to, or otherwise distribute any information, materials or content (including for greater certainty, software) which contains a virus, cancelbot, trojan horse, worm or other harmful or disruptive component.
RESPONSIBILITY FOR MINORS
In cases where you have authorized a minor to use a WE Site or any of the Services, you recognize that you are fully responsible for:
(a) the online conduct of such minor;
(b) controlling the minor's access to and use of a WE Site or any of the Services;
(c) the consequences of any misuse by the minor.
You acknowledge that some of the areas of a WE Site may contain material that is inappropriate for minors.
FORUMS AND CONTENT SUBMISSIONS
By uploading materials to any chat board or forum available on a WE Site (collectively "Forums") or otherwise submitting any materials to us through any other content generating or submitting Service on a WE Site, you automatically grant (or warrant that the owner of such materials expressly grants) WE a worldwide, perpetual, royalty-free, irrevocable and non-exclusive right and license to use, copy, adapt, transmit, communicate, publicly display and perform, distribute and create compilations and derivative works from such submitted materials, for the limited purposes of publishing and promoting such materials in connection with the Forum or other Service through which the materials were submitted or generated, and for all promotions thereof. Such license shall apply with respect to any form, media, or technology now known or later developed. In addition, you warrant that all "moral rights" in such materials have been waived.
When participating in a Forum, never assume that people are who they say they are, know what they say they know, or are affiliated with whom they say they are affiliated. WE cannot be responsible for the content or accuracy of any information, and will not be responsible for any reliance or decisions made based on such information. When using a Forum, you may not post, transmit, link to, or otherwise distribute any information, materials or content that do not generally pertain to the designated topic or theme of the particular Forum. Use of a Forum for commercial purposes of any kind is strictly prohibited. Please note that WE reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of these Terms And Conditions.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(A) A WE SITE AND ANY OF THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT WE MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS (as used in this section "WARRANTIES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND THAT ANY SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED;
(B) WE SPECIFICALLY MAKES NO WARRANTIES THAT A WE SITE OR ANY OF THE SERVICES, INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE USE OF A WE SITE OR ANY OF THE SERVICES, WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT SUCH SERVICES OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
PROFESSIONAL INFORMATION DISCLAIMER
The WE Sites may make available certain information provided by third parties related to various professional fields such as, without limitation, medicine and other health and fitness related matters, law, accounting and financial planning and investments (the "Professional Information"). The Professional Information is provided for educational and entertainment purposes only and should not be interpreted as a recommendation for a specific treatment plan, product or course of action. Use of a WE Site does not replace consultations with a qualified medical, legal, financial or other relevant professional. In addition, while the Professional Information is frequently updated, this information changes rapidly and therefore, some of the Professional Information may be out of date. You agree that all risk associated with the use of, or reliance on, any of the Professional Information rests with you. You further agree that WE, including its suppliers, shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any such Professional Information.
FINANCIAL INFORMATION DISCLAIMER
The Content (including any facts, views, opinions, recommendations, description of, or references to, products or securities) made available by WE through a WE Site or any of the Services is:
(a) for information purposes only;
(b) not to be used or construed as an offer to sell, a solicitation of an offer to buy, or an endorsement, recommendation, or sponsorship of any entity or security by WE;
(c) not necessarily reflective of the views or policy of WE, including the publisher, contributors and staff of, and advertisers on, a WE Site.
You acknowledge and agree that any request for information by you is unsolicited and shall neither constitute nor be construed as investment advice by WE. You should apply your own judgment in making any use of any Content, including, without limitation, the use of any information contained therein as the basis for any conclusions. You bear responsibility for your own investment research and decisions. PRIOR TO MAKING ANY INVESTMENT DECISION, IT IS STRONGLY RECOMMENDED THAT YOU SEEK OUTSIDE ADVICE FROM A QUALIFIED INVESTMENT ADVISOR. WE DWES NOT PROVIDE OR GUARANTEE ANY FINANCIAL, LEGAL, TAX, OR ACCOUNTING ADVICE OR ADVICE REGARDING THE SUITABILITY, PROFITABILITY, OR POTENTIAL VALUE OF ANY PARTICULAR INVESTMENT, SECURITY, OR INFORMATION SOURCE.
You acknowledge that WE or its affiliates may invest or otherwise hold interests in entities which may be referenced in any of the Services or Content accessible through a WE Site. The views and opinions expressed on a WE Site are not intended to constitute a description of securities bought, sold, or held on behalf of WE nor an indication by WE of any intention to buy, sell, or hold any security.
WE reserves the right, in its sole discretion, to add to, remove, modify or otherwise change any part of these Terms And Conditions, in whole or in part, at any time. Except as otherwise expressly contemplated herein, changes will be effective when notice of such change is posted on a WE Site. Please check these Terms And Conditions regularly for updates by checking the date of "Last Update" at the top of this document. If any change is not acceptable to you, you must discontinue your use of a WE Site and any of the Services immediately. Your continued use of a WE Site or any of the Services after any such changes are posted will constitute acceptance of those changes. Further, WE reserves the right to change, modify, suspend or discontinue any aspect of a WE Site, Services or Content from time to time without notice or liability and for any reason whatsoever.
CONTENT LINKED TO A WE SITE
Please exercise discretion while browsing the Internet. Please note that certain links on a WE Site may take you to other websites. WE provides these links only as a convenience and not as an endorsement by WE. These linked sites are not necessarily under the control of WE. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. WE is not responsible for the content of any such linked sites or any other web page which is not part of a WE Site and under WE's control. Unless otherwise expressly provided, WE makes no representation or warranty regarding, and does not endorse, any linked site or the information, products or services appearing thereon. Accordingly, you agree that WE will not be responsible or liable in any way for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any site linked from a WE Site.
DEALINGS WITH THIRD PARTIES
You acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, a WE Site or any of the Services, including payment for and delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings, are solely as between you and such third parties. WE assumes no responsibility whatsoever for any charges you or any user of your account incurs when making purchases or other transactions in this manner. Further, the responsibility for ensuring compliance with all applicable laws in connection with any such transactions shall be yours alone. You agree that WE shall not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions.
SUBSCRIPTION AND FEE-BASED SERVICES
Certain of the Services made available on a WE Site may be offered by WE on a payment basis (a "Pay Service"). Pay Services may be offered by WE on a prepaid usage basis or on a periodic subscription ("Subscription") basis. Should you choose to purchase a Pay Service, you agree to pay all the fees applicable, including any fees associated with the use of such Pay Service together with all applicable taxes (the "Fees"). Unless otherwise indicated on the relevant Pay Service description page (the "Pay Service Description"), the Fees for a Pay Service are chargeable immediately (and at the beginning of each renewal period for periodic Subscription Pay Services) to the credit card you designated for the particular Pay Service or through such other billing process as applicable. All Fees are non-refundable. WE reserves the right to change the amount of, or basis for determining, any Fees for a Pay Service, and to institute new Fees or terms at any time effective upon notice to you, which notice may for certainty include the posting of any such changes on the relevant pages related to the use of the Pay Service.
Please note that Subscription Pay Services renew automatically at the end of the relevant period as set out in the applicable Pay Service Description and Fees in respect of each such renewal shall be based on the then-current rate for the particular Subscription Pay Service. You may terminate your subscription at any time, which termination will only be effective at the end of your subscription period.
By registering for a Pay Service, you warrant that:
(a) you are of the age of majority in the jurisdiction in which you reside;
(b) all information you submit is true and correct (including without limitation all credit card information);
(c) you are the cardholder of the credit card you designated for a Pay Service.
In consideration of the availability, and your use, of a Pay Service, you acknowledge and agree:
(a) to these Terms And Conditions, including without limitation the disclaimers, limitation of liability and provisions related to prohibited conduct set out herein as well as any terms and conditions which may be set out in the relevant Pay Service Description;
(b) that you are solely responsible for all acts or omissions that occur through a Pay Service;
(c) that the Pay Service is for your personal, non-commercial use and you agree not to resell, distribute, transfer, share or otherwise use any Pay Service, including any coupons or credits related to same for any commercial purposes whatsoever;
(d) that WE reserves the right to specify an expiry date for the use of any coupons or credits purchased in connection with any Pay Service;
(e) that WE reserves the right to suspend or terminate your use of a Pay Service at any time, including without limitation, where WE has determined, in its sole discretion, that your use of the Pay Service is, or was, in breach of these Terms And Conditions. Any such termination by WE shall be in addition to and without prejudice to such rights and remedies as may be available to WE, including injunction and other equitable remedies.
Your ability to use the Pay Service is also subject to any limits established by WE or by your credit card issuer. If Fees cannot be charged to your credit card or your charge is returned for any reason, including chargeback, WE reserves the right to either suspend or terminate your access to the Pay Service.
You agree to defend, indemnify and hold harmless each of WE, its affiliates and licensors and each of their respective officers, directors, employees and agents, including all third parties mentioned on a WE Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to:
(a) your breach of any of these Terms And Conditions;
(b) your access to or use of a WE Site, Services or Content;
(c) your use or reliance on, or publication, communication or distribution of anything on or from a WE Site or through any of the Services.
You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL WE, INCLUDING ITS AFFILIATES AND LICENSORS, BE LIABLE FOR ANY DAMAGES WHATSWEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER WE HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH:
(A) THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE SERVICES OF A WE SITE;
(B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR CONTENT OR TRANSMISSIONS;
(C) ANY OTHER MATTER RELATING TO A WE SITE OR ANY OF THE SERVICES.
You expressly acknowledge that WE has entered into this agreement, and has and will make a WE Site, Content and Services available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of the bargain between you and WE. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of, a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy or termination of this agreement.
GOVERNING LAW AND JURISDICTIONAL ISSUES
All WE Sites and Services are controlled, operated and administered by WE from its offices within Canada. WE makes no representation or warranty that a WE Site or any of the Services are appropriate or available for use at any locations outside Canada. If you access a WE Site from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through a WE Site in violation of applicable export laws and regulations. These Terms And Conditions shall be interpreted, construed and governed by the laws in force in the province of Ontario, Canada, without reference to its conflict of laws principles. Subject to the Arbitration And Actions paragraph below, each party hereby agrees to submit to the jurisdiction of the courts of the province of Ontario and to waive any objections based upon venue. The United Nations Convention On Contracts For The International Sale Of Goods does not apply to these Terms And Conditions.
ARBITRATION AND ACTIONS
Any controversy, claim or dispute arising out of or relating to these Terms And Conditions, your use of any WE Site or Service or the relationship which results from these Terms And Conditions, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms And Conditions which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a "Claim"), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim, controversy or dispute of any other party. You agree to waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against us. Notwithstanding the foregoing, we reserve the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.
You acknowledge and agree that WE, in its sole and absolute discretion, may, without notice to you, suspend or terminate your account or your use of, or access to, a WE Site or any of the Services, and remove and discard any information or content related to a WE Site or any of the Services (and your use thereof), for any reason, including where WE believes that you have violated any of these Terms And Conditions. You further agree that WE shall not be liable to you or to any other person as a result of any such suspension or termination. If you are dissatisfied with a WE Site or any of the Services or with any terms, conditions, rules, policies, guidelines, or practices of WE in operating a WE Site or any of the Services, your sole and exclusive remedy is to discontinue using a WE Site or any of the Services.
SUBMISSION OF IDEAS AND SUGGESTIONS
WE is always improving its websites and Services and developing new features. If you have ideas or suggestions regarding improvements or additions, we would like to hear them — but any submission will be subject to these Terms And Conditions. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA OR SUGGESTION OR RELATED MATERIAL TO WE BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL TO WE, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING TO WE THAT THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL AND THAT WE IS FREE TO IMPLEMENT THE IDEA OR SUGGESTION AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY WE, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
This agreement is personal to you, and you may not assign your rights or obligations to anyone. These Terms And Conditions constitute the entire agreement between WE and you pertaining to your use of a WE Site, Services and Content and supercede any prior agreements between you and WE with respect to the subject matter hereof. WE's failure to insist upon or enforce strict performance of any right or provision of these Terms And Conditions shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in these Terms And Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. No changes to these Terms And Conditions shall be made except by a revised posting on this page or except as otherwise expressly contemplated herein. The parties have required that these Terms And Conditions and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s'y rattachent soient rédigés en anglais.