TERMS AND CONDITIONS

Last updated January 17, 2019

IMPORTANT: READ THIS CONTRACT CAREFULLY

These Terms and Conditions constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“user”, “you” or “your”) and Ergo Advantage Inc. (the “Company”, “we,” “us” or “our”), concerning your access to and use of the website at www.ergoadvantageinc.com, including, without limitation, any tools, applications, e-mail services, bulletin and message boards, chat areas, news groups, forums, downloadable brochures and materials, video content and literature related to any of the foregoing available thereon (collectively, the “Website”).

If you accept these Terms and Conditions, click on the “I Accept” button below. That action is the equivalent of your signature and indicates your acceptance of these Terms and Conditions and our Privacy Policy and that you intend to be legally bound by each of them. If you do not agree with any of these Terms and Conditions, please click on the “Back” button of your browser or click on the “Cancel” button below to exit.

IF YOU DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM ACCESSING OR USING THE WEBSITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason, which shall be effective immediately upon posting to the Website or upon sending them to you via e-mail, whichever is earlier. You acknowledge and agree that: (i) we may notify you of such changes by posting them to the Website or by sending them to you via e-mail; and (ii) your continued use of the Website after such changes or modifications have been made (as indicated by the effective date noted at the top of this page) shall constitute your acceptance of these Terms and Conditions, as revised. It is your responsibility to periodically review these Terms and Conditions to stay informed of updates. If you do not agree to such amended Terms and Conditions, then you must immediately stop using the Website.

  1. Eligibility

You may only use the Website if you have reached the age of majority where you live and you can form legally binding contracts under applicable law or, if you are under the age of majority, you have informed your parents and they have approved of your use of the Website. You may not use the Website if you live in a jurisdiction where access to or use of the Website or any part of it may be illegal or prohibited. It is solely your responsibility to determine whether your use of the Website is lawful, and you must comply with all applicable laws.

  1. Ownership

Unless otherwise indicated, the Website and all of the content made available on the Website, as each may be updated, developed or improved over time, is our exclusive proprietary property or the property of our various subsidiaries, affiliates, licensors, third party providers and distributors (“Affiliates”) and all source code, databases, functionality, software, designs, audio, video, text, photographs, and graphics on the Website (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Canada, foreign jurisdictions, and under international conventions. Nothing contained on the Website should be construed as granting, by implication or otherwise, any license or right to use any Content or Marks without our express written permission.

  1. Your Use of the Website is at Your Own Risk

If you rely on any Content, you do so solely at your own risk. Our goal is to provide helpful and accurate information on the Website, but we make no endorsement, representation or warranty of any kind about the Content, information or services offered through the Website. We are not responsible for the accuracy, reliability, availability, effectiveness, or correct use of the information you receive through the Website. Our Content may change from time to time or vary by geographic location.

You agree to abide by all applicable local, provincial, national and international laws and regulations with respect to your use of the Website. The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent that local laws are applicable.

  1. Links and Software

The Website may contains links to websites owned or operated by other entities which are not associated or affiliated with the Company or Affiliates. These links are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by the Company or Affiliates of the linked website or information contained in the linked website, or of their security or privacy practices. The Company and Affiliates will not be responsible for the content of any other linked websites and makes no representation or warranty regarding any other websites or the contents on those websites. If you decide to access other websites, you do so at your own risk. Framing of the Website or any of its Content in any form and by any method is strictly prohibited.

You may not gather, extract, reproduce and/or display on any other non-Company website or other online service, any material on or from the Website, whether or not by the use of spiders or other ‘screen scraping’ software or system used to extract data without the express consent of the Company.

We are not responsible or liable for any difficulties or consequences associated with downloading any software to your devices, if applicable. The use of any downloaded software is governed by the terms of the applicable license agreement, if any, which accompanies that software or is provided with that software.

  1. User Name and Password

We may offer you the ability to create an account on the Website. Your Website account may be accessed only by use of your login name and password. You are solely responsible and liable for any use and misuse of your login name and password and for all activities that occur under your login name and password. For security reasons, you must keep your login name and password confidential and not disclose them to any person or permit any other person to use them, except an authorized representative of the Company. We strongly recommend that you choose a password that is unique to you and not easily guessed by others. You should change your password on a regular basis and log out at the end of each session.

All login names and passwords remain the property of the Company, and may be cancelled or suspended at any time by the Company without any notice or liability to you or any other person. We are not under any obligation to verify the actual identity or authority of the user of any login name or password.

You must immediately notify us of any unauthorized use of your login name or password which you become aware of, or if you know or suspect that your login name or password has been lost or stolen, has become known to any other person, or has been otherwise compromised.

  1. Prohibited Activities

You may not access or use the Website for any purpose other than that for which we make it available. As a user of the Website, you agree not to:

  • Make any unauthorized use of the Website or another user’s account, including collecting usernames and/or e-mail addresses of users by electronic or other means for the purpose of sending unsolicited e-mail, or creating user accounts by automated means or under false pretenses.
  • Upload to the Website any content that contains viruses or is designed to interrupt, destroy or limit the functionality of any equipment or services, or that contains other harmful, disruptive or destructive files or content.
  • Circumvent, disable, or otherwise interfere with security-related features of the Website, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Website or the Content contained thereon.
  • Trick, defraud, or mislead us or other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Engage in any automated use of the Website system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Use any information obtained from the Website in order to harass, abuse, or harm another person.
  • Use the Website as part of any effort to compete with us or otherwise use the Website or Content for any revenue-generating endeavor or commercial enterprise.
  • Publish, disclose, copy, duplicate, replicate, save, download, store, reproduce or distribute any Content without our prior written permission.
  • Decipher, decompile, disassemble, or reverse engineer any of the software or Content comprising or in any way making up a part of the Website.
  • Attempt to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website.
  • Delete copyright or other proprietary rights notices from any Content.
  • Copy or adapt the Website’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Website.
  • Cause, in our sole discretion, an inordinate burden on our system resources or capacity, including by transmitting any worms, viruses, spyware, malware or any code of a destructive or disruptive nature.
  • Use the Website in a manner inconsistent with any applicable laws, regulations or these Terms and Conditions.

(collectively, the “Prohibited Activities”)

  1. Privacy

We care about data privacy and security. You acknowledge that you have read our Privacy Policy, the terms of which appear on the Website (and can be found here https://ergoadvantageinc.com/privacy-policy) and are incorporated into these Terms and Conditions, and you agree that the terms of that policy are reasonable. You consent to the collection, use and disclosure of your personal information by the Company in accordance with the terms of and for the purposes set out in our Privacy Policy.

  1. User Data

Although we may perform regular routine backups of some user data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Website. The Website may contain software that tracks, captures and aggregates anonymous usage data (the “Analytics Code”). The Analytics Code may be used to collect information about use of the Website in order to prepare and analyse usage statistics, produce and publish reports, respond to inquiries and improve the Website. All rights in and to the Analytics Code, all data captured by the Analytics Code and all work products or compilations of the usage data collected by the Analytics Code, shall be our sole and exclusive property.

  1. Feedback

We welcome your feedback with respect to the Website, our customer service and our products, including comments, messages, suggestions, ideas, concepts or other information (collectively, “Customer Content”). By submitting or providing us with Customer Content, you thereby: (i) represent and warrant that none of the submissions are confidential or proprietary to you or to any other person; (ii) represent and warrant that none of the submissions breach any agreement to which you are then a party; (iii) grant us an exclusive, royalty-free, perpetual, irrevocable, unrestricted, transferable, sub-licensable worldwide right and license to use, delete, reproduce, modify, adapt, publish, translate, commercialize, create derivative works from, distribute and display that Customer Content throughout the world in any media, now known or later developed, for any purpose whatsoever, commercial or otherwise, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence; and (iv) you waive any and all moral rights in the Customer Content.

  1. Third Party Service Providers and Third Party Content

We may use third party service providers to provide services with respect to the Website from time to time, including data storage, customer relationship management, Website development, payment processing and Content delivery. You hereby consent to our use of third party service providers.

Any opinions, advice, statements, services, advertisements, offers or other information or content expressed or made available through the Website by third parties, including information providers, are those of the respective third parties and not us. We take no responsibility for your exposure to third party content on the Website. You hereby acknowledge that we do not advocate the use of any third party product described on the Website and are we are not responsible for the misuse of any such product.

  1. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, THE WEBSITE, OR THE CONTENT, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE OR NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

We make no warranty that the Website and Content will meet your requirements or be available on an uninterrupted, secure or error-free basis, nor do we warrant that the Website and Content will be available and continue to operate indefinitely. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of the Website or any Content.

  1. Limitation of Liability

NEITHER US, OUR SUPPLIERS, AFFILIATES, THIRD PARTY SERVICE PROVIDERS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE WEBSITE OR CONTENT WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR INCOME, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER OR DEVICE DAMAGE, SYSTEM FAILURE OR THE COST OF SUBSTITUTABLE SERVICES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, CONTENT, THESE TERMS AND CONDITIONS OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR FROM THE USE OF OR INABILITY TO USE THE WEBSITE EXCEED ONE HUNDRED CANADIAN DOLLARS. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

  1. Indemnity

You hereby covenant and agree to indemnify and hold harmless the Company and Affiliates, and each of their respective officers, directors, employees, staff, agents, licensors and contractors from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third party, governmental authority or industry body, and all liabilities, damages, losses, costs and expenses, including without limitation reasonable legal fees, arising out of or in any way connected with: (i) your access to and use of the Website or Content; (ii) our use of Customer Content; (iii) your breach or alleged breach of any warranties made by you hereunder or your violation or alleged violation of these Terms and Conditions; or (iv) your violation of any law or the rights of a third party. We reserve the right to assume control of the defence of any third party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defences.

  1. Term and Termination

These Terms and Conditions shall remain in full force and effect while you use the Website. Without limiting any other provision of these Terms and Conditions, we reserve the right to, in our sole discretion and without notice or liability, terminate, cancel, suspend or deny access to and use of the Website, to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms and Conditions or of any applicable law or regulation. We may terminate your use of the Website or delete your account and any content or information that you post at any time, without warning, in our sole discretion. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

  1. Survival

The provisions of Sections 9, 11, 12 and 13 shall survive the termination of your access to or use of the Website.

  1. General Terms

These Terms and Conditions and the documents referred to herein, including our Privacy Policy, constitute the entire agreement between you and us pertaining to your use of the Website and supersede all other prior agreements, understandings, negotiations and discussions, whether oral or written, provided that additional terms may apply to purchases of products and services through the Website. The headings used in these Terms and Conditions are included for convenience only and will not limit or otherwise affect these Terms and Conditions. You consent and submit to the exclusive jurisdiction of the courts located in the Province of Ontario and, except to the extent not applicable in the Province of Quebec, you agree that these Terms and Conditions will be construed and governed by the laws of the Province of Ontario and the laws of Canada applicable to Ontario without regard to conflicts of law principles or provisions. A failure by us to exercise or enforce these Terms and Conditions shall not constitute a waiver of the right or provision. If any provision of these Terms and Conditions are found to be invalid by a court of competent jurisdiction, you agree that the court should interpret that provision, and modify it if necessary, to give effect to the intentions of the parties as reflected in these Terms and Conditions and all other provisions of these Terms and Conditions will remain in full force and effect. You agree that we may assign ownership or operation of all or any part of Website, as well as our rights and obligations under these Terms and Conditions, without your prior written consent. Under no circumstances are you permitted to assign your rights or obligations under these Terms and Conditions.

  1. Electronic Communications

When you communicate with us by e-mail or through the Website, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Website, as applicable. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically shall satisfy any legal requirement that such communications be in writing.

  1. Contact Us

In order to submit feedback or receive further information regarding these Terms and Conditions or the Website, please contact us at support@ergoadvantageinc.com.