Terms of Use
The Understory Terms of Use
Last updated: August 19, 2020
The following terms of use (the “Terms of Use”) govern your access to and use of Understory.me (the “Website”) and the information and services we make available in connection with the Website (collectively, including the Website, the “Services”). These Terms of Use form an agreement between 12263262 Canada Inc. dba The Understory (“The Understory”, “us”, “we”, “our”) and you. The term “you” or “User” refers to the person or entity browsing, accessing or otherwise using the Services.
BY USING THE SERVICES, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, (III) , AND (II) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE SERVICES IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.
YOU ACKNOWLEDGE AND AGREE THAT: (A) THE CONTENTS, INFORMATION AND MATERIALS PROVIDED THROUGH THE SERVICES INCLUDING THAT ARE CONTAINED ON THE WEBSITE ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT.
This Agreement does not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, services or otherwise.
Changes to these Terms of Use and the Services
Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time by posting a new version to the Services. It is your obligation to monitor the Services for any such changes. Your continued access to or use of the Services after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.
We reserve the right to change the Services including by removing or changing information and material on the Website at any time, without notice.
Privacy
Please review our current Privacy Policy, available at www.understory.me/privacy-policy, which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”).
You represent and warrant to us that any data, information, records, files, pictures, videos, music or other materials or content that you load, transmit to, enter into or make available to the Services (“User Data”) will only contain Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Services.
Intellectual Property Rights; Ownership
Except as expressly provided elsewhere in these Terms of Use or as otherwise agreed to in writing by us, all right, title and interest, including all intellectual property rights, in the Services and in all materials provided by us relating to the Services, will remain the sole property of The Understory, its licensors or other providers of such material.
You acknowledge and agree that the Services and all materials provided by us relating to the Services may be protected by intellectual property laws in Canada and elsewhere in the world including without limitation, by copyright, trademark, patent, trade secret, and any other proprietary rights. Except as expressly provided elsewhere in these Terms of Use or as otherwise agreed to in writing by us, you are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling any of the Services or materials provided by us relating to the Services, or sharing or granting access in any of the foregoing to any third party for any purpose.
THE UNDERSTORY is the trade name and mark of 12263262 Canada Inc.. Any trademarks, graphics or logos appearing in the Service are the exclusive property of The Understory or its licensors and may not be used in any manner without our express written consent.
All rights not expressly granted to you in these Terms of Use are reserved by The Understory.
Certain User Responsibilities
You agree to: (a) comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy any export control laws; (b) upload and disseminate only data to which you own all required rights under law and do so only consistent with applicable law; and (c) use reasonable efforts to prevent unauthorized access to or use of the Services.
No Unlawful or Prohibited Use
You will not use the Services in violation of these Terms of Use or of any applicable law. You will not, without our prior written permission, use the Services for any purpose other than to access information and content we provide for your personal and non-commercial use.
You will not, directly or indirectly:
User Data
You acknowledge and agree that you, not The Understory, are fully responsible for any User Data you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy.
None of the User Data will be subject to any confidentiality by The Understory. By providing any User Data , you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and according to your account settings or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Data.
You will not, directly or indirectly, send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on or through the Services any User Data that:
Third Party Content, Websites or Services; Additional Terms
The Services may provide links or access to third party content, websites or services and we may allow you to access the Services from third party systems. The Understory does not endorse any third-party content, websites, products, services or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. Third party content, websites, products, services or systems are not under the Understory’s control and if you choose to access or purchase any such content, websites, products or services, or to access the Services from such systems, you do so entirely at your own risk.
Your access to or use or purchase of certain functionalities provided in or through the Services or to third party content, websites, products or services may be subject to additional terms and conditions presented to you by The Understory, its service providers or such third parties. Any such additional terms and conditions presented by us are incorporated herein by reference. If there is a conflict or inconsistency between the terms and conditions of such additional terms and these Terms of Use, then the provisions of these Terms of Use will govern to the extent of such conflict or inconsistency, unless the conflicting term in the additional terms expressly states that the conflicting term in these Terms of Use do not apply. If you do not accept and agree to such additional terms and conditions, you may not be able to, and you should not, access or use those functionalities.
Security
You are prohibited from attempting to circumvent and from violating the security of the Services. You may not: (a) access content that is not intended for you; (b) attempt to breach or breach the Services security or authentication measures; (c) restrict, disrupt or disable service to the Services’ users, hosts, servers or networks by any means; or (d) otherwise attempt to interfere with the proper working of the Services, including by introducing any material that is malicious or technologically harmful.
You acknowledge and agree that the transmission of User Data via the Internet or public networks is not completely secure. Although we take reasonable precautions to protect User Data, we cannot guarantee the security of User Data. Any transmission of User Data is at your own risk. We do not guarantee the confidentiality of any communications made by you through the Services.
No Reliance; Disclaimer
The content provided through the Services including on the Website is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our site.
This Services may include content provided by third parties, including from other users and third-party licensors. All statements or opinions expressed in any such third-party content, other than the content provided by The Understory, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of The Understory.
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.
YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SECURITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
Indemnification
You will defend, indemnify and hold harmless us and our shareholders, officers, directors, employees, agents, and any of our respective successors and assigns from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with: (a) your breach of any provision of these Terms of Use; or (b) your violation of any law or the rights of a third party (including intellectual property rights).
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE SERVICES OR THESE TERMS OF USE.
FOR ANY OTHER DAMAGES, OR TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
Suspension; Termination
The Understory has the right, without provision of notice, to:
YOU WAIVE AND HOLD HARMLESS THE UNDERSTORY AND ITS AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE UNDERSTORY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
We have no obligation, nor any responsibility to any party to monitor the Services or its use, and do not and cannot undertake to review material that you or other users submit to the Services. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.
The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 2(b), 5, 9, 10, 11, 12 and 14.
Geographical Restrictions
The Understory makes no representation that the Services are available for use in locations outside Canada or the United States or in all locations within Canada and the United States. The Services are available for use in the jurisdictions listed on the Website, which may be updated by The Understory from time to time. We provide these Services for use only by persons located in Canada or the United States. This site is not intended for use in any jurisdiction where its use is not permitted. If you access the site from outside Canada or the United States, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
General Provisions
Choice of Law. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and such laws apply to your access to or use of the Services, notwithstanding your domicile, residency or physical location. You will only use the Services in jurisdictions where the Services may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Services. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights in any appropriate jurisdiction. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use.
Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Services. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
No Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Severability. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
Construction. Except as otherwise provided in these Terms of Use, the parties’ rights and remedies under these Terms of Use are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Use are for reference purposes only and have no substantive effect.
English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
Contact
If you have any questions or comments regarding these Terms of Use, please contact us by email at hello@understory.me
Last updated: August 19, 2020
The following terms of use (the “Terms of Use”) govern your access to and use of Understory.me (the “Website”) and the information and services we make available in connection with the Website (collectively, including the Website, the “Services”). These Terms of Use form an agreement between 12263262 Canada Inc. dba The Understory (“The Understory”, “us”, “we”, “our”) and you. The term “you” or “User” refers to the person or entity browsing, accessing or otherwise using the Services.
BY USING THE SERVICES, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, (III) , AND (II) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE SERVICES IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.
YOU ACKNOWLEDGE AND AGREE THAT: (A) THE CONTENTS, INFORMATION AND MATERIALS PROVIDED THROUGH THE SERVICES INCLUDING THAT ARE CONTAINED ON THE WEBSITE ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT.
This Agreement does not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, services or otherwise.
Changes to these Terms of Use and the Services
Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time by posting a new version to the Services. It is your obligation to monitor the Services for any such changes. Your continued access to or use of the Services after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.
We reserve the right to change the Services including by removing or changing information and material on the Website at any time, without notice.
Privacy
Please review our current Privacy Policy, available at www.understory.me/privacy-policy, which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”).
You represent and warrant to us that any data, information, records, files, pictures, videos, music or other materials or content that you load, transmit to, enter into or make available to the Services (“User Data”) will only contain Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Services.
Intellectual Property Rights; Ownership
Except as expressly provided elsewhere in these Terms of Use or as otherwise agreed to in writing by us, all right, title and interest, including all intellectual property rights, in the Services and in all materials provided by us relating to the Services, will remain the sole property of The Understory, its licensors or other providers of such material.
You acknowledge and agree that the Services and all materials provided by us relating to the Services may be protected by intellectual property laws in Canada and elsewhere in the world including without limitation, by copyright, trademark, patent, trade secret, and any other proprietary rights. Except as expressly provided elsewhere in these Terms of Use or as otherwise agreed to in writing by us, you are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling any of the Services or materials provided by us relating to the Services, or sharing or granting access in any of the foregoing to any third party for any purpose.
THE UNDERSTORY is the trade name and mark of 12263262 Canada Inc.. Any trademarks, graphics or logos appearing in the Service are the exclusive property of The Understory or its licensors and may not be used in any manner without our express written consent.
All rights not expressly granted to you in these Terms of Use are reserved by The Understory.
Certain User Responsibilities
You agree to: (a) comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy any export control laws; (b) upload and disseminate only data to which you own all required rights under law and do so only consistent with applicable law; and (c) use reasonable efforts to prevent unauthorized access to or use of the Services.
No Unlawful or Prohibited Use
You will not use the Services in violation of these Terms of Use or of any applicable law. You will not, without our prior written permission, use the Services for any purpose other than to access information and content we provide for your personal and non-commercial use.
You will not, directly or indirectly:
- send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on or through the Services any User Data that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
- disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Services (e.g., a denial of service attack);
- attempt to gain unauthorized access to the Services;
- use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code;
- use the Services for the purpose of building a similar or competitive product or service; or
- authorize, permit, enable, induce or encourage any third party to do the above.
User Data
You acknowledge and agree that you, not The Understory, are fully responsible for any User Data you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy.
None of the User Data will be subject to any confidentiality by The Understory. By providing any User Data , you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and according to your account settings or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Data.
You will not, directly or indirectly, send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on or through the Services any User Data that:
- contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
- you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate;
- is false, intentionally misleading, or impersonates any other person;
- is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;
- is harmful to minors in any way or targeted at minors;
- infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or
- encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability.
Third Party Content, Websites or Services; Additional Terms
The Services may provide links or access to third party content, websites or services and we may allow you to access the Services from third party systems. The Understory does not endorse any third-party content, websites, products, services or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. Third party content, websites, products, services or systems are not under the Understory’s control and if you choose to access or purchase any such content, websites, products or services, or to access the Services from such systems, you do so entirely at your own risk.
Your access to or use or purchase of certain functionalities provided in or through the Services or to third party content, websites, products or services may be subject to additional terms and conditions presented to you by The Understory, its service providers or such third parties. Any such additional terms and conditions presented by us are incorporated herein by reference. If there is a conflict or inconsistency between the terms and conditions of such additional terms and these Terms of Use, then the provisions of these Terms of Use will govern to the extent of such conflict or inconsistency, unless the conflicting term in the additional terms expressly states that the conflicting term in these Terms of Use do not apply. If you do not accept and agree to such additional terms and conditions, you may not be able to, and you should not, access or use those functionalities.
Security
You are prohibited from attempting to circumvent and from violating the security of the Services. You may not: (a) access content that is not intended for you; (b) attempt to breach or breach the Services security or authentication measures; (c) restrict, disrupt or disable service to the Services’ users, hosts, servers or networks by any means; or (d) otherwise attempt to interfere with the proper working of the Services, including by introducing any material that is malicious or technologically harmful.
You acknowledge and agree that the transmission of User Data via the Internet or public networks is not completely secure. Although we take reasonable precautions to protect User Data, we cannot guarantee the security of User Data. Any transmission of User Data is at your own risk. We do not guarantee the confidentiality of any communications made by you through the Services.
No Reliance; Disclaimer
The content provided through the Services including on the Website is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our site.
This Services may include content provided by third parties, including from other users and third-party licensors. All statements or opinions expressed in any such third-party content, other than the content provided by The Understory, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of The Understory.
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.
YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SECURITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
Indemnification
You will defend, indemnify and hold harmless us and our shareholders, officers, directors, employees, agents, and any of our respective successors and assigns from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with: (a) your breach of any provision of these Terms of Use; or (b) your violation of any law or the rights of a third party (including intellectual property rights).
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE SERVICES OR THESE TERMS OF USE.
FOR ANY OTHER DAMAGES, OR TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
Suspension; Termination
The Understory has the right, without provision of notice, to:
- remove or refuse to post on the Services any User Data for any or no reason;
- take such actions with respect to any User Data deemed necessary or appropriate in our sole discretion, including, without limitation, for violating these Terms of Use;
- take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Services
- cooperate with any law enforcement authorities or court order requesting or directing us to disclose User Data or the identity or other information of anyone posting any materials on or through the Services; and
- terminate or suspend your access to all or part of the Services for any or no reason, including, without limitation, any violation of these Terms of Use.
YOU WAIVE AND HOLD HARMLESS THE UNDERSTORY AND ITS AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE UNDERSTORY AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
We have no obligation, nor any responsibility to any party to monitor the Services or its use, and do not and cannot undertake to review material that you or other users submit to the Services. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.
The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 2(b), 5, 9, 10, 11, 12 and 14.
Geographical Restrictions
The Understory makes no representation that the Services are available for use in locations outside Canada or the United States or in all locations within Canada and the United States. The Services are available for use in the jurisdictions listed on the Website, which may be updated by The Understory from time to time. We provide these Services for use only by persons located in Canada or the United States. This site is not intended for use in any jurisdiction where its use is not permitted. If you access the site from outside Canada or the United States, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
General Provisions
Choice of Law. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and such laws apply to your access to or use of the Services, notwithstanding your domicile, residency or physical location. You will only use the Services in jurisdictions where the Services may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Services. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights in any appropriate jurisdiction. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use.
Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Services. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
No Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
Severability. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
Construction. Except as otherwise provided in these Terms of Use, the parties’ rights and remedies under these Terms of Use are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Use are for reference purposes only and have no substantive effect.
English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
Contact
If you have any questions or comments regarding these Terms of Use, please contact us by email at hello@understory.me
