Dating Services Agreement
IMPORTANT! YOUR ACCESS TO THIS WEBSITE IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE PROCEEDING.
ACCESSING THIS WEBSITE BY CLICKING THE "I AGREE" BUTTON, BELOW, IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE LEAVE THIS WEBSITE.
This Web Site Legal Terms and Disclaimer (the "Agreement") is an agreement between you ("You") and Eligon Systems Ltd. (the "Company"). "We" and "Us" means both You and the Company. The effective date of this Agreement is when You accept or are deemed to accept this Agreement in accordance with the procedure set out in this Agreement.
You hereby consent to the exchange of information and documents between Us electronically over the Internet or by e-mail, if to You to the email address provided to us or if to Company, 207 Edgeley Blvd. Unit 16 Vaughan, Ontario L4K 4B5, Canada, and that this electronic Agreement shall be the equivalent of a written paper agreement between Us.
1. Your subscription may be purchased online through a valid credit card and will be activated immediately upon verification of that card by our payment processor. Once purchased, and unless cancelled, your subscription automatically renews for a similar period of time, being charged to the credit card you originally used to purchase your subscription. You may cancel at any time by clicking on the "disconnect" button on your settings page or contacting our staff through the contact us page. As long as you cancel at least 24 hours in advance of a renewal date, your subscription will end as of the next renewal date. Please note that all payments are final and that THE PURCHASE OF A SUBSCRIPTION IS NON-REFUNDABLE. Once you buy your subscription its only value is for the use of certain paid features on the Site, for the applicable purchased subscription period.
- 2. The Company agrees, subject to the terms of this Agreement, to provide You with an online interface where You may access dating profiles, including photographs of other users, where You may place an online profile of yourself, where other users may view Your online profile; and where other users may contact You for among other things the purpose of dating You (collectively the "Services").
- 3. You acknowledge that the Company limits the number of profile pictures that users of the website may view to 160 per week. This limit is in the company's sole and absolute discretion and may be changed from time to time without prior notice to You.
- 4. You acknowledge and agree that the role of the Company in providing the Services is limited to providing an interface through which You may connect with other users. You acknowledge that the Company is not a party to any transaction or communication between you and any other users of the website entered into through the use of this website or through the Services.
- 5. Without limiting the effect of any provision in this Agreement, You acknowledge and agree that in providing the Services, the Company does not assume any responsibility, liability, risk, oversight, control, monitoring or any other direct or indirect involvement with respect to any communication or transaction you may enter into.
- 6. Notwithstanding the foregoing, the Company may, in its sole discretion, monitor Your use of the Services and disclose such use to law enforcement agencies or pursuant to court order or other legal compulsion.
- 7. To become a Member you must agree to this Agreement. Failure to comply with this Agreement may result in termination of Your Membership.
- 8. By becoming a Member, You represent and warrant that You are at least 18 years old.
- 9. By using the Service, You represent and warrant that You have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. Your use of the Services is personal, and may only be exercised by You. You agree not to resell or in any way allow access to the Services by any other person or entity without the prior written consent of the Company.
- 10. You shall not disclose any user ID or password You receive or use in accessing the Services to any third parties. You agree to immediately notify the Company of any unauthorized use of Your user ID, password or any other breach of security that is known or becomes known to You. You shall be liable for any unauthorized use or misuse of Your user ID or password and access to or unauthorized use of the Services by anyone using Your user ID or password.
- 11. You shall comply with the laws of the applicable jurisdiction(s) including any laws regarding:
- (i) court ordered publication bans;
- (ii) restrictions on publishing, printing, distributing, possessing, selling, advocating;
- (iii) promoting or exposing, obscene material, child pornography, hate propaganda, or harassment, and You understand that these situations could generate criminal liability;
- (iv) restrictions on the use of trade-marks or trade names, or any work which is protected by copyright, trade secret, patent or other intellectual property laws, including without limitation, software; and
- (v) restrictions on defamation, libel, harm to reputation, invasion of privacy, misuse or failure to protect personal information, violation of secrecy, unfair competition and other situations which could generate liability.
- 12. You agree that any posting you make shall comply with the Community Guidelines which may be found here: http://www.eligon.ca/Community-Guidelines. The Community Guidelines may be changed from time to time in the Company's sole and absolute discretion. The Community Guidelines and any changes thereto are hereby incorporated into this Agreement.
- 13. You shall be solely responsible for:
- (i) any and all transactions and communications;
- (ii) Your content transmitted, posted, printed, stored, received, routed or created through Your use of the Services on the Company's system or this Website, including both its content and accuracy.
- 14. You warrant that the information you submit to the Company and the information that you post on your personal profile is accurate and current.
- 15. You agree to:
- (i) provide true and accurate, information about yourself as prompted by the Website's registration forms (such information being the "Registration Data"),
- (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete, and
- (iii) to choose a user name that is not inflammatory, vulgar, offensive, or promotional.
- 16. If You provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Forum Service (or any portion thereof).
- 17. You shall indemnify and hold the Company and its directors, officers and employees harmless from all claims, demands and other liabilities asserted against such indemnified parties which arise from:
- (i) any negligent or intentional act or omission by You or any breach by You of any provision of this Agreement including injury to persons or property and non-compliance with applicable laws;
- (ii) any claim relating to an erroneous, failed or aborted communication;
- (iii) any of your Content, including any infringements of the intellectual property rights of any person or entity;
- (iv) any claim, expense, action, cause of action, damage and the like arising in any way to and from those accessing Your Content except for acts or omissions of the Company; and any use or misuse of its Your user ID or password and access to or use of the Services by anyone using Your user ID or password except for acts or omissions of the Company.
- 18. As consideration for the Service, You must pay the fees that are set out in the Company's Price List found here [http://www.eligon.ca/Frequently-Asked-Questions]. This price list is part of this Agreement and We reserve the right, at any time, to change any fees or charges for using the Service.
- 19. You agree that the Company may charge Your credit card for fees owing under this Agreement including any fees arising out of a renewal of this Agreement.
Ownership And Copyright.
- 20. You acknowledge that any and all information, content, reports, data, user profiles, databases, graphics, interfaces, web pages, text, files, software, product names, company names, trade-marks, logos and trade names contained on this web site (collectively the "Content") including the manner in which the Content is presented or appears and all information relating thereto, are the property of their respective owners as indicated, the Company or its licensors, as the case may be.
- 21. The Company hereby grants to You a personal, non-transferable and non-exclusive license to access, read and download one copy of the Content.
- 22. You agree that You will not:
- (i) distribute the Content for any purpose including without limitation compiling an internal database, redistributing or reproduction of the Content by the press or media or through any commercial network, cable or satellite system; or
- (ii) create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Content in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise. You shall not permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of the Company or its licensors or allow any third-party to access the Content. The restrictions set out in this Agreement shall not apply to the limited extent the restrictions are prohibited by applicable law.
License To Use Your Information
Limitations on Liability and Disclaimers
- 24. ALTHOUGH THIS WEB SITE USES ENCRYPTION SECURITY, THERE IS NO GUARANTEE THAT PERSONAL INFORMATION AND TRANSACTIONS ON THIS WEB SITE OR ON THE INTERNET WILL BE MAINTAINED CONFIDENTIAL AND SECURE. THE USE OF THIS WEB SITE AND THE CONTENT IS AT YOUR OWN RISK AND THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE CONTENT, YOUR USE OF THE WEB SITE OR THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF YOUR PERSONAL INFORMATION.
- 25. This web site may contain links to other sites. The Company does not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice, or statements contained at such sites, and when You access such sites, You are doing so at Your own risk. In providing links to the other sites, the Company is in no way acting as a publisher or disseminator of the material contained on those other sites and does not seek to monitor or control such sites. A link to another site should not be construed to mean that the Company is affiliated or associated with same. THE COMPANY DOES NOT RECOMMEND OR ENDORSE ANY OF THE CONTENT, INCLUDING WITHOUT LIMITATION ANY HYPER-LINKS TO OR CONTENT FOUND, ON OTHER WEB SITES. The mention of another party or its product or service on this web site should not be construed as an endorsement of that party or its product or service.
- 26. The Company will not be responsible for any damages You or any third-party may suffer as a result of the transmission, storage or receipt of information that You make or that You expressly or implicitly authorize the Company to make, or for any errors or any changes made to any transmitted, stored or received information.
- 27. You are solely responsible for the retrieval and use of the Content. You should apply Your own judgment in making any use of any Content, including, without limitation, the use of the information as the basis for any conclusions.
- 28. ALTHOUGH THE COMPANY TAKES STEPS TO ENSURE THE ACCURACY OF THE CONTENT, INCLUDING USER PROFILES, THE COMPANY CANNOT AND DOES NOT WARRANT OR GUARANTEE THE ACCURACY OF THE CONTENT. THE CONTENT MAY NOT BE ACCURATE, UP TO DATE, COMPLETE OR UNTAMPERED, AND IS NOT TO BE RELIED UPON. YOU SHOULD INDEPENDENTLY VERIFY THE TRUTH AND ACCURACY OF THE CONTENT, INCLUDING THE INFORMATION CONTAINED IN A USER'S PROFILE BEFORE CHOOSING TO MEET SOMEONE OR COMMUNICATE WITH SOMEONE.
- 29. THE CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE INTERPRETED AS A RECOMMENDATION FOR ANY SPECIFIC PERSON, PRODUCT OR SERVICE, USE OR COURSE OF ACTION. THE CONTENT ON THIS WEB SITE IS NOT INTENDED TO BE USED AS A SUBSTITUTE OF ANY KIND FOR PROFESSIONAL ADVICE OR GOOD JUDGMENT. YOU SHOULD NOT ACT OR RELY ON ANY OF THE CONTENT.
- 30. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THIS WEB SITE AND ALL CONTENT, PRODUCTS, SERVICES AND SOFTWARE ON THIS WEB SITE OR MADE AVAILABLE THROUGH THIS WEB SITE ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
- 31. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSE-QUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, PERSONAL INJURY, LOST PROFITS OR LOST SAVINGS, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
- 32. IN NO EVENT WILL COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES, BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: VIRUSES, DATA CORRUPTION, FAILED MESSAGES, TRANSMISSION ERRORS OR PROBLEMS; TELECOMMUNICATIONS SERVICE PROVIDERS; LINKS TO THIRD-PARTY WEB SITES; THE INTERNET BACKBONE; PERSONAL INJURY; THIRD-PARTY CONTENT, PRODUCTS OR SERVICES; DAMAGES OR LOSSES CAUSED BY YOU, OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS; LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA; THE USE OR INABILITY TO USE THIS WEB SITE OR THE CONTENT; ANY OTHER WEB SITE ACCESSED TO OR FROM THIS WEB SITE; OR EVENTS BEYOND THE REASONABLE CONTROL OF THE COMPANY, EVEN IF THE COMPANY OR ANY OF ITS LAWFUL AGENTS, OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
- 33. IN NO CASE WILL THE COMPANY'S, ITS AFFILIATES', AGENTS', LICENSORS', SUPPLIERS', AND THEIR RESPECTIVE DIRECTORS', OFFICERS' AND EMPLOYEES' CUMULATIVE TOTAL LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE) BE FOR MORE THAN THE AMOUNT, IF ANY, PAID BY YOU UNDER THIS AGREEMENT TO ACCESS THIS WEB SITE, IN THE YEAR IN WHICH THE CLAIM AROSE.
Term and Termination
- 35. The term of this Agreement is from the date You accept this Agreement until the end date that you choose from the Price List when you register to use the Service (the "Term").
- 36. This Agreement shall automatically renew at the end of the current Term, upon the same terms and conditions. However, this Agreement shall not renew if either Party has delivered to the other Party, a notice of intent not to renew this Agreement. Such notice may be given to the Company by completing the form found here: [https://www.eligon.ca/Settings]. You consent to receive such notice by email.
- 37. Either Party shall have the right, on notice to the other Party and without prejudice to any other remedies which the Parties may have, under this Agreement, in law or in equity, to terminate this Agreement when:
- (i) the Party provides prior written notice to the other Party;
- (ii) the other Party shall file a voluntary petition in bankruptcy or insolvency or shall petition for reorganization under any bankruptcy law and such is not dismissed within ten (10) days;
- (iii) the other Party shall consent to involuntary petition in bankruptcy or if a receiving order is given against it under the Bankruptcy and Insolvency Act or the comparable law of any other jurisdiction and such is not dismissed within ten (10) days;
- (iv) there shall be entered an order, judgment or decree by a court of competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or appointing a receiver, trustee or liquidator of all or a substantial part of the other Party's assets and such order, judgment or decree continues in effect for a period of thirty (30) consecutive days; provided, however, that such order, judgment or decree may remain in effect for longer than such thirty (30) days, if the other Party is diligently appealing such order, judgment or decree; or
- (v) the other Party shall fail to perform any material obligations set forth in this Agreement or is in breach of any representation or warranty under this Agreement and such default or breach in the case of a default or breach which is remediable continues for a period of seven (7) days after written notice of such failure has been given by the non-defaulting Party, or immediately on notice if the default or breach is non-remediable.
- 38. In the event of termination of this Agreement prior to the end of the then current Term and without prejudice to any other remedies which the Parties may have in law, equity or under this Agreement, You shall immediately pay to the Company as liquidated damages, and not as a penalty, all amounts due under this Agreement.
- 39. This Agreement and the Policies annexed hereto as may be amended by the Company from time to time, constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written.
- 40. This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada, without reference to principles of conflict of laws. The Parties submit and consent to the exclusive jurisdiction of the courts of the Province of Ontario in any action or proceeding instituted under this Agreement. You agree to waive any right You may have to: (i) a trial by jury; and (ii) commence or participate in any class action against the Company related to the Services or this Agreement and, where, applicable, You also agree to opt out of any class proceedings against the Company or its licensors.
- 41. Should any provision of this Agreement be found to be invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect other provisions of this Agreement which can be given effect without the invalid provision, and such invalid provision shall be deemed severed and the remainder of this Agreement shall remain in full force and effect.
- 42. Sections 13,14, and sections 17 through 34 inclusive shall survive the termination or expiry of this Agreement.
- 43. You may not assign this Agreement or any rights or obligations hereunder, in whole or in part, except with the prior written consent of the Company. The Company may assign this Agreement.
- 44. Unless specified otherwise, all statements of or references to dollar amounts in this Agreement are to Canadian Dollars.
- 45. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.
© Eligon Systems Ltd. 2009, Vaughn