Welcome to the website for the Cherlyn Skincare. This Terms of Service document (this “Agreement”) constitutes the entire agreement between you (“you”) and us and set out the terms and conditions that apply to your use of all or any of the materials, content, services and related software (collectively, the “Services”) provided by us through the website located at cherlyn.ca or such other website that we may offer from time to time (collectively, the “Website”).
By using the Website, you agree to be legally bound by and abide by the terms of this Agreement. Your use of the Website is subject to this Agreement.
1. Amendments to this Agreement. We reserve the right to amend this Agreement at any time without notice to you, but we will use reasonable efforts to publish each amendment before such amendment becomes effective. We will ensure that the latest, fully-amended version of this Agreement is published on the Website. You are responsible for regularly reviewing the Website to obtain timely notice of such amendments. If you continue to use the Website after the effective date of each amendment, you will be conclusively deemed to have accepted such amended version of this Agreement.
2. Service. We operate the Website and make available the Content (defined in Section 7 below) provided on the Website to provide online access to information about us, our industry and the services and opportunities we provide (collectively, the “Services”).
3. License. Subject to all of the terms, conditions, restrictions and other provisions of this Agreement, we grant to you a non-exclusive, non-transferable, limited license only to internally use the Services for your non-commercial, personal and informational purposes. All rights not expressly granted to you are reserved by us and, if applicable, our licensors.
5. Lawful Use (Things You Must Do). You will ensure that
(a) you only use the Services for lawful purposes,
(b) if at any time you become aware of any violation, by any person or entity, of any part of this Agreement, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation.
6. Prohibited Conduct (Things You Must Not Do). Without limiting the generality of any other restriction in this Agreement, you agree that you will not, in connection with the Services, directly or directly do or permit any of the following:
(a) disrupt or threaten the integrity, operation or security of the Website, or any computer or any Internet system;
(b) disable or circumvent any access control or related process or procedure established with respect to the Website; or
(c) sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any commercial purposes (except for your internal business purposes), any portion of, use of or access to, the Services, except where expressly authorized by us.
7. Proprietary Rights.
(a) Content—“Content” means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.
(b) Third-Party Content—Website Content may be owned by parties other than you or us (collectively, “Third Party Content”) and may be protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Services grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Website as set out in this Agreement.
(c) Our Content—Except where expressly stated otherwise, all right, title and interest in and to the Service and all Content, source code, processes, designs, technologies, URLs, domain names, marks and logos forming any part of the Services (collectively, “Our Content”) is fully vested in us, our licensors or our suppliers and are protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. You agree that Our Content is licensed subject to the terms of this Agreement, including the disclaimers and limitations of liability herein. Nothing in your use of the Services or this Agreement grants you any right, title or interest in or to Our Content except the limited right to use the Services as set out in this Agreement. Unless otherwise expressly authorized by us in writing, you agree not to
(i) copy, modify, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content,
(ii) distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover the source code, of Our Content, to the maximum extent that such prohibition is permitted by applicable law,
(iii) remove any proprietary notices or labels on or in Our Content, or
(iv) allow any other person or entity to engage in any of the foregoing.
(d) Your Content—Except for Feedback (As defined below), we do not claim ownership of any Content that you post, upload, input, provide, submit or otherwise transmit to us, or any third party, using the Services (collectively, “Your Content”); however, you agree that by posting, uploading, inputting, providing, submitting, entering or otherwise transmitting your Content to us or any third party using the Services,
(i) License to Us—you have thereby granted us a royalty-free, non-exclusive, worldwide, fully paid-up limited license to use, copy, distribute, transmit, display, edit, delete, publish and translate Your Content to the extent reasonably required by us to provide the Services to our customers or to ensure adherence to or enforce the terms of this Agreement,
(ii) Your Warranty to Us—you will have thereby confirmed, represented and warranted to us that you have all rights, titles and interests, as well as the power and authority necessary, to grant the license to Your Content set out above, and
(iii) Indemnity of Us—you will indemnify and save us harmless from and against any liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred by us relating to or arising from Your Content, including instances where the Your Content (A) infringes any Third Party Content or other third-party intellectual property rights, or (B) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.
(f) Feedback—All right, title and interest in and to comments, ideas, suggestions and impressions of the Services given by you to us (collectively, the “Feedback”) is and will be deemed to be our property and, by submitting Feedback to us, you agree that you thereby assign to us all right, title and interest to such Feedback to us.
(g) Responsibility for Content—You acknowledge and agree that you are exclusively responsible for determining the accuracy, suitability, harmfulness or legality of any content, information or material received, transmitted or sent by you using the Services.
8. DISCLAIMERS, LIMITS OF LIABILITY AND INDEMNITIES.
(a) ACKNOWLEDGEMENT—YOU ACKNOWLEDGE AND AGREE THAT:
(i) ALL USE OF ANY SERVICES PROVIDED BY US IS AT YOUR OWN RISK.
(ii) ALL PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
(b) DISCLAIMER OF WARRANTIES—WE MAKE NO CONDITIONS, WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, USABILITY, SECURITY, QUALITY, CAPACITY, PERFORMANCE, AVAILABILITY, TIMELINESS OR ACCURACY OF THE SERVICES OR ANY OTHER PRODUCTS SUPPLIED UNDER THIS AGREEMENT. WE EXPRESSLY DISCLAIM ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY USAGE OF TRADE, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE HOWSOEVER.
(c) NO LIABILITY—NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR CONTROLLING PARTIES, AGENTS, EMPLOYEES OR REPRESENTATIVES (COLLECTIVELY, IN THESE CAPITALIZED SECTIONS, “WE” OR “US”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OR LOSSES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OPPORTUNITY, EARNINGS, USE OR DATA, ARISING DIRECTLY OR INDIRECTLY FROM OR RELATED TO THIS AGREEMENT OR THE USE, NON-USE, OR INSTALLATION OF THE SERVICES, THE WEBSITE OR ANY CONTENT, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF ONE OR MORE OF US HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, INCLUDING DAMAGES OR LOSSES ARISING FROM OR IN ANY WAY RELATED TO THE FOLLOWING:
(i) SENDING, RECEIVING, NOT SENDING, NOT RECEIVING, LOSS, DELETION OR ALTERATION OF ANY TRANSMISSIONS, DATA, OR TRANSACTIONS ENTERED INTO THROUGH OR USING THE SERVICES;
(ii) ANY ACT OR OMISSION OF YOU OR ANY THIRD PARTY, INCLUDING ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONDUCT OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS;
(iii) THE PERFORMANCE OF THE INTERNET OR THE SERVICES;
(iv) THE CONTENT OR ACCURACY OF ANY MATERIAL, INFORMATION OR DATA (INCLUDING ANY SOFTWARE) RELATED TO THIS AGREEMENT OR VIEWED, DOWNLOADED, ACCESSED OR TRANSMITTED USING, OVER OR THROUGH THE INTERNET OR THE SERVICES, INCLUDING MATERIAL WHICH INFRINGES THE RIGHTS OF OTHERS OR OTHERWISE VIOLATES LAWS OR REGULATIONS; AND
(v) DELAYS, ERRORS, INTERRUPTIONS, MISTAKES, OMISSIONS, NON-DELIVERY, INCORRECT DELIVERY, VIRUSES, TROJAN HORSES, SPYWARE, SPAM OR DEFECTS IN THE TRANSMISSION OF ANY INFORMATION, MATERIAL OR DATA OVER OR THROUGH OUR SYSTEMS OR NETWORKS OR THE SYSTEMS OR NETWORKS OF THIRD PARTIES.
WITHOUT RESTRICTING THE FOREGOING, IF CIRCUMSTANCES ARISE IN WHICH YOU OR ANOTHER PARTY IS ENTITLED TO RECOVER DAMAGES FROM ONE OR MORE OF US, THE AGGREGATE LIABILITY OF US FOR DAMAGES IS LIMITED TO $100.00.
(d) APPLICABILITY—SOME JURISDICTIONS PROHIBIT THE DISCLAIMER OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OF CERTAIN TYPES OF LIABILITY. IN SUCH CIRCUMSTANCES, TO THE EXTENT THAT SUCH PROHIBITIONS PROHIBIT ANY EXCLUSIONS AND LIMITATIONS IN THIS AGREEMENT, SUCH EXCLUSIONS AND LIMITATIONS WILL NOT APPLY TO YOU STRICTLY TO THE EXTENT NECESSARY TO MAKE THIS AGREEMENT CONSISTENT WITH SUCH PROHIBITIONS.
9. INDEMNITY BY YOU—YOU AGREE TO INDEMNIFY AND HOLD US HARMLESS FROM ALL LIABILITIES, ACTIONS, PROCEEDINGS, CLAIMS, CAUSES OF ACTION, DEMANDS, DEBTS, LOSSES, DAMAGES, CHARGES AND COSTS, INCLUDING REASONABLE LEGAL COSTS, ANY AMOUNT PAID TO SETTLE ANY ACTION OR TO SATISFY A JUDGMENT AND EXPENSES OF ANY KIND AND CHARACTER WHATSOEVER INCURRED BY US RELATING TO OR ARISING FROM (A) ACCESS TO OR USE, BY YOU OR PERMITTED BY YOU, OF THE SERVICE, OR (B) ANY OF YOUR ACTS OR OMISSIONS, INCLUDING BREACH OR NON-PERFORMANCE OF THIS AGREEMENT AND ANY VIOLATION OF THIRD PARTY RIGHTS OR APPLICABLE LAWS.
10. Interpretation. In this Agreement, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of this Agreement, (ii) the word “including”, the word “includes” and the phrase “such as”, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected, and (iii) all monetary amounts expressed are in Canadian dollars.
11. Waiver of Rights and Remedies. Our failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provision or right.
12. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, without reference to its conflict of laws principles.
13. Entire Agreement, Severability. This Agreement, as amended from time to time, constitutes the entire agreement between us and you with respect to the matters referred to in this Agreement. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, it will be deemed struck and the remaining part of such provision and all other provisions hereof will continue in full force and effect.
14. English Language. The parties have requested and agree that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soinet rédigés en anglais.