Terms and conditions

Please read these terms and conditions carefully before using Chiquicuts website.

Introduction

Welcome to Chiquicuts website. These Terms and Conditions (as defined herein) apply to Chiquicuts website. By using these website, you agree, without limitation or qualification, to be bound by these terms and conditions and any other additional or alternative terms.

Conditions, rules and policies may be modified by Chiquicuts 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 Chiquicuts website or any of the service on the website.

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 Chiquicuts website following the posting of any changes to these Terms and Conditions will mean you accept those changes.

Privacy

For information on how user information is collected, used and disclosed by Chiquicuts in connection with your use of a Chiquicuts website and any of the Services, please consult our Privacy Policy.

Restrictions on use of materials

All material, information and content available on a Chiquicuts website (collectively, "Content"), including the manner in which such Content is presented, and the Services are: Copyright © Chiquicuts, its affiliates and/or licensors. All rights reserved. Such Content is protected by Canadian and worldwide copyright laws and treaty provisions. Chiquicuts 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 Chiquicuts website 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.

Trademarks

All product, brand and company names and logos used or mentioned on a Chiquicuts website are registered trademarks of their respective owners. Any use of any trademarks appearing on a Chiquicuts website or any of the Services without the express written consent of the owner of the trademark is strictly prohibited.

User conduct

In consideration of the availability, and your use, of a Chiquicuts website, you agree to comply with all applicable laws and regulations and these Terms and Conditions when using such Chiquicuts website. You acknowledge that Chiquicuts may investigate any violations of law and may cooperate with law enforcement authorities in prosecuting users in this regard. Additionally, you agree not to:

• post, transmit, link to, or otherwise distribute any materials, information or content constituting, advocating or encouraging conduct that would constitute a criminal offence or give rise to civil liability, or otherwise use a Chiquicuts website 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 Chiquicuts website, any of the Services, or the Internet;
• defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others including, without limitation, rights relating to privacy and publicity;
• post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information; or
• 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.

Disclaimer

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(A) A CHIQUICUTS WEBSITE AND ANY OF THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT CHIQUICUTS 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, AND (B) CHIQUICUTS SPECIFICALLY MAKES NO WARRANTIES THAT A CHIQUICUTS WEBSITE OR ANY OF THE SERVICES, INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE USE OF A CHIQUICUTS WEBSITE 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.

Monitoring

You acknowledge that Chiquicuts has no obligation to monitor a Chiquicuts website or any content accessible through a Chiquicuts website. However, you agree that Chiquicuts has the right to monitor a Chiquicuts website electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, or to protect itself or its users in accordance with the Privacy Policy.

Modifications

Chiquicuts 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 Chiquicuts website. 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 Chiquicuts website and any of the Services immediately. Your continued use of a Chiquicuts website or any of the Services after any such changes are posted will constitute acceptance of those changes. Further, Chiquicuts reserves the right to change, modify, suspend or discontinue any aspect of a Chiquicuts website, Services or Content from time to time without notice or liability and for any reason whatsoever.

Content linked to a Chiquicuts website

Please exercise discretion while browsing the Internet. Please note that certain links on a Chiquicuts website may take you to other websites. Chiquicuts provides these links only as a convenience and not as an endorsement by Chiquicuts. These linked websites are not necessarily under the control of Chiquicuts. If you decide to visit any linked website, 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. Chiquicuts is not responsible for the content of any such linked websites or any other web page which is not part of a Chiquicuts website and under Chiquicuts's control. Unless otherwise expressly provided, Chiquicutsl makes no representation or warranty regarding, and does not endorse, any linked website or the information, products or services appearing thereon. Accordingly, you agree that Chiquicuts will not be responsible or liable in any way for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any website linked from a Chiquicuts website.

Dealing with third parties

You acknowledge and agree that your correspondence or business dealings with any third parties, including partner organizations, found on, or through, a Chiquicuts website 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. Chiquicuts 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 your's alone. You agree that Chiquicuts 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.

Indemnification

You agree to defend, indemnify and hold harmless each of Chiquicuts, its affiliates and licensor and each of their respective officers, directors, employees and agents, including all third parties mentioned on a Chiquicuts website, 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 Chiquicuts website, Services or Content; or (c) your use or reliance on, or publication, communication or distribution of anything on or from a Chiquicuts website or through any of the Services. You shall use your best efforts to cooperate with us in the defence of any claim. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.

Limitation of liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL CHIQUICUTS, INCLUDING ITS AFFILIATES, BE LIABLE FOR ANY DAMAGES WHATSOEVER, 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 CHIQUICUTS 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 CHIQUICUTS WEBSITE, (B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR CONTENT OR TRANSMISSIONS, OR (C) ANY OTHER MATTER RELATING TO A CHIQUICUTS WEBSITE OR ANY OF THE SERVICES.

You expressly acknowledge that Chiquicuts has entered into this agreement, and has and will make a Chiquicuts website, 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 Chiquicuts. 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 / Jurisdictional issues

Chiquicuts website and Services are controlled, operated and administered by Chiquicuts from its offices within Canada. Chiquicuts makes no representation or warranty that a Chiquicuts website or any of the Services are appropriate or available for use at any locations outside Canada. If you access a Chiquicuts website from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through a Chiquicuts website 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 Section 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

Except where prohibited by applicable law, any controversy, claim or dispute arising out of or relating to these Terms and Conditions, your use of any Chiquicuts website 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.

General provisions

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 Chiquicuts and you pertaining to your use of a Chiquicuts website, Services and Content and supersede any prior agreements between you and Chiquicuts with respect to the subject matter hereof. Chiquicuts'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.