1. INTRODUCTION
Welcome to the digital properties of Home Team Live Technologies Inc. (“HTL”), which include the internet sites, mobile enabled sites and software applications that you download to view Content (“Software”) of HTL (collectively, “HTL Sites” or each a “HTL Site”). Unless a HTL Site or any HTL products or services available on a HTL Site (“Services”) have their own terms and conditions of use, you agree to be bound by these terms and conditions (“Terms”) and any other applicable terms of service, policies or guidelines. If you don’t agree to comply with these Terms, then you may not use any HTL Site. In these Terms, “residents of Québec” means residents of Québec to whom the Consumer Protection Act (Québec) applies in connection with the use of a HTL Site and the Services.Home Team Live Technologies Inc. and its affiliates (“HTL”, “us”, “we” or “our”) reserve the right, at our sole discretion, to modify these Terms at any time, and such modifications shall be effective immediately upon posting of the modified Terms. You agree to review the Terms periodically to be aware of modifications and your continued use of the HTL Sites shall be deemed your acceptance of the modified Terms.
2. REGISTRATION, ACCOUNTS, PASSWORDS
Certain of the Services made available on a HTL Site may require registration or subscription. If you choose to register or subscribe for any such Services, you agree to provide accurate and current information about yourself as required by the relevant registration or subscription process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree that you will only use your account personally and will not attempt to use the Services under the name of another person. Unless specifically permitted by a Service, HTL only allows one account per person. If multiple accounts are created by the same person, access to these accounts may be restricted by HTL and may be deleted. You agree to promptly update any information necessary to ensure that your account is kept accurate, current and complete. You will be responsible for preserving the confidentiality of your account password and will notify us immediately of any known or suspected unauthorized use of your account and agree to take any reasonable steps necessary to prevent any reoccurrence. You may be held responsible for any loss or damage incurred by us or any other user or visitor to a HTL Site due to another party using your account. If you ever decide to delete your account, you may do so by contacting HTL at the contact information specified in Section 21.
3. ACCESS
Some aspects of the HTL Sites or Services may not be available to you unless the applicable personal computer, gaming device, tablet device, mobile device or other digital device (each, a “Digital Device”) you use to access the HTL Sites or Services and your Internet connection satisfy our minimum technical requirements. We may change these requirements from time to time at our sole discretion. Unless we specify otherwise, you are solely responsible for updating or maintaining your Digital Device and internet connection as necessary to meet these requirements. You are responsible for any data/roaming usage and charges you incur to access the Service through an internet connection.
4. PRIVACY
We respect the privacy of the users of the HTL Sites. Our collection, use and disclosure of personal information in connection with a HTL Site are governed by the HTL Privacy Policy located at [insert link]. Personal information collected in connection with a HTL Site may be stored and processed in or outside Canada and may be subject to the laws of other jurisdictions.
5. OWNERSHIP AND COPYRIGHT
The HTL Sites and all text, information, images, audio, video and other material posted on the HTL Sites (“Content”) is protected by copyright, trademark and other applicable intellectual property and proprietary rights laws, and is owned, controlled, and/or licensed by HTL and/or its affiliates, licensors and related companies. All Content posted on the HTL Sites remains the valuable intellectual property of its owner(s) and you agree to abide by all copyright notices, information and restrictions contained in or displayed with any Content.Except for the limited rights explicitly granted to you under these Terms, all right, title, interest and intellectual property rights in and to: (i) the Services and any HTL Sites and each component thereof; and (ii) any Content available through the Services and any HTL Site, are the property of their respective owners and are protected by applicable trademark, copyright and/or other intellectual property laws and treaties.You do not acquire any ownership rights in the Content as a result of accessing it. You agree to abide by all copyright notices, information and restrictions contained in or displayed with the Content. These Terms do not grant you any licence or other rights in connection with any trademarks or logos appearing on any HTL Site. You may not use any trademark or service mark appearing on any HTL Site without the prior written consent of the rightful owner. HTL will aggressively enforce its intellectual property rights to the fullest extent permitted by law, and owners of any other intellectual property rights may also do so against you personally.
6. CONTENT USAGE RESTRICTIONS
The Services and the Content are for your personal, non-commercial use, entertainment and enjoyment. You may not reproduce, duplicate, copy, translate, broadcast, publicly display, sell, transmit, retransmit, license, sub-license, publish or modify any of the Services or the Content without the prior written consent of the owner. Unless otherwise permitted through a HTL Site, you may not distribute copies of Content or materials found on a HTL Site in any form (including by email or other electronic means), without the prior written consent of the owner. Of course, you may encourage others to access the information themselves on a HTL Site and to tell them how to find it.
7. LINKING AND FRAMING
We welcome links to the homepage of a HTL Site. You may only establish a hypertext link to the homepage of a HTL Site if: (i) the link does not state or imply any affiliation, connection, sponsorship, or approval of your site by HTL or create the false appearance that an entity is associated with or sponsored by us, and (ii) the appearance, position and other aspects of the link does not damage or dilute the goodwill associated with us or our trademarks. We do not permit framing or inline linking to a HTL Site or any portion of it.
8. OTHER CONTENTS AND LINKS
You acknowledge that despite the prohibitions contained above, Content posted on HTL Sites by other users may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services and links to other sites. We do not have control over Content provided by third parties and assume no responsibility for such Content. Content you access, transmit or download using the HTL Sites is accessed, transmitted and downloaded at your own risk. HTL is not responsible for, and cannot guarantee the performance of, any products and services provided by any advertisers or others to whose sites we link. Unless otherwise indicated, those sites have been independently developed by third parties. A link to another site is not an endorsement of that site (nor of any product, service or other material offered on that site) by HTL or its content providers or licensors. Any dealings you have with advertisers found while using the Services are between you and the advertiser. You acknowledge and agree that HTL is not responsible or liable to you for any content or other materials hosted and served from any site other than a HTL Site.
9. SUBMISSIONS AND POSTINGS
For any content that you upload, post, transmit, distribute or otherwise make available for inclusion on a site (your “Contributions”), you must be, or have first obtained permission from, the rightful owner of Contributions that you post. You acknowledge and agree that you are solely responsible for any Contributions you make and any of your Contributions will be treated as non-confidential and non-proprietary. By submitting your Contributions, you represent and warrant that: (i) you own those Contributions or otherwise have the right to grant, and do grant, to HTL the world-wide, royalty-free, non-exclusive, perpetual, irrevocable, fully sub-licensable and transferable licence to use, distribute, reproduce, modify, compress, adapt, publish, translate, communicate, publicly perform and publicly display your Contributions, and to incorporate them into other works in any format or medium now known or later developed, without any further compensation to the author; and (ii) you waive all moral rights in those Contributions. We have the right, but not the obligation, to monitor or investigate any of your Contributions posted to a site. We may also access or preserve your Contributions to comply with legal process in Canada or foreign jurisdictions, operate the Service, ensure compliance with these Terms or any policies, or protect ourselves, our customers or the public.We may, without notice or liability, move, remove, edit, delete or refuse to post any of your Contributions, in whole or in part, that we decide in our sole discretion is unacceptable, undesirable or in violation of any law, or the Terms. HTL will not be liable to you for our deletion of any of your Contributions.
10. SUBSCRIPTION CONTENT
Certain Services are only available to users of a HTL Site who have agreed to pay to use the Services on a subscription basis in order to access certain Content (“Subscription Content”). The following terms apply to Subscription Content:Unless otherwise indicated, all prices listed on a HTL Site for the Services are in Canadian dollars. Prices and availability of Subscription Content are subject to change at any time.Agreement to Pay. You agree to pay for all Subscription Content subscribed through your account. Payment must be made using a valid and accepted credit card. If paying by credit card, you authorize us to charge the credit card that you provide to us the amount representing the price of the Subscription Content that you ordered (plus applicable taxes), which may be a single payment or, if and when available, on a monthly basis, as indicated when you subscribe. If you have pre-authorized payments of Subscription Content on your credit card, you agree to promptly update any information necessary to ensure that the payments are processed and acknowledge that you may not be able to access the Subscription Content if you fail to do so. If your Subscription Content includes a free trial, then you acknowledge that your credit card will be authorized for up to the amount representing the price of the Subscription Content during the free trial, however, your credit card will not be charged until after the end of the free trial. In the event of a credit card chargeback, the Subscription Content will not be accessible until resolution of the chargeback and there will be no refund for the period that your Subscription Content is inaccessible. Additional Terms. Additional terms and conditions applicable to Subscription Content (“Subscription Terms”), including, without limitation, the length of the subscription period and any automatic renewals, will be presented to you prior to subscribing. If you subscribe to Subscription Content, then any applicable Subscription Terms will form part of our agreement with you.Automatic Renewals. Please note that, unless otherwise specified in the Subscription Terms, Subscription Content renews automatically at the end of your subscription period. Before the renewal date, we will notify you of the amount and effective date of the renewal and you will be given the opportunity to cancel your subscription by a prescribed deadline. Unless you notify us by that deadline that you wish to cancel any automatically renewing Subscription Content, you understand your subscription will automatically renew and you authorize us (without further notice to you) to charge the renewal subscription price (plus applicable taxes) to your credit card.Refunds. All Subscription Content sales are final: there are no refunds, exchanges or credits for any reason.Multiple users. You agree that your access to Subscription Content may be restricted to simultaneous access on one device at one time and we reserve the right to force a log off for your account in the event we determine at any time, in our sole discretion, that your account has been simultaneously logged into on more distinct devices than permitted. You agree that you are solely responsible for any fees, overages, penalties or other costs charged to you by any third-party internet, cellular or other communications/data provider.
11. SOFTWARE
Restrictions. You acknowledge and agree that you have been granted a licence and not a transfer of ownership in the Software. You may not:Rent, lease, sell, sublicense, assign, distribute or otherwise transfer any portion of the Software or use it for any purpose other than in association with the Services;Reverse engineer, decompile or disassemble any portion of the Software, except and only to the extent that this limitation is expressly prohibited by applicable law;Copy, modify, alter or tamper with the Software (including without limitation the removal of any copyright or other proprietary notices from the Software) or create any derivative works of the Software; orAttempt to defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms.Data Maintenance, Support, and Software Updates/Changes (if applicable).HTL may elect to provide you with customer support and/or Software upgrades, enhancements or modifications (collectively, “Support“), in its sole discretion, and may terminate this Support at any time without notice to you.HTL may, without notice or liability, collect non-personal information regarding your Digital Device(s), hardware and software during the installation and/or use of the Software.HTL may change, suspend or discontinue any aspect of the Software at any time, including the availability of any Software feature, database, or content.HTL may impose limits on certain features and services or restrict your access to parts or all of the Software or the Services without notice or liability.HTL, its licensors and other third-party suppliers reserve the right to delete data from their servers, or prevent access to their servers or to change data categories for any reason that HTL or third parties deem sufficient in their sole discretion at any time, without notice.Nothing in these Terms imposes upon HTL or HTL’s licensors any obligation to provide you with new, enhanced, or additional Support at any time.HTL may connect remotely to and run scripts on your Digital Device(s). As part of remote Support, HTL and its agents will have full access to your Digital Device(s).Multiple Users. You agree to cause all persons who use the Software through your Digital Device(s) to observe and comply with the Terms respecting that use. You further agree that you are solely responsible and liable for any and all breaches of the Terms, whether the breach is the result of use of the Software by you or by any other user of your Digital Device(s).
12. PROHIBITED ACTIVITIES
Your use of a HTL Site, the Service, the Content and any of your Contributions to a HTL Site must comply with these Terms, and all applicable laws. Without limitation, you may not use (or allow anyone else to use) our Services to:copy, distribute, sub-license or otherwise make available any software or content we provide or make available to you or which you obtain through the Services, except as authorized by us;use, possess, post, deface, modify, upload, transmit, reproduce, disseminate or otherwise make available information, software, content or other material that is unlawful or violates the copyright or other intellectual property rights of others;attempt to use the Services in such a manner so as to avoid incurring charges for usage or access the Internet via the Services using Internet Protocol (IP) addresses other than the IP address(es) assigned to you by us;participate in any fraudulent activities, including participating in any illegal soliciting or gaming schemes, impersonating any person or entity or forging anyone else’s digital or manual signature including, without limitation, a HTL official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;post content or communications on the HTL Site that are, in our sole discretion, libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;invade another person’s privacy, collect or store personal data about other users, or stalk or harass another person or entity;access any computer, software, data or any confidential, copyright-protected or patent-protected material of any other person, without the knowledge and consent of that person, or use any tools designed to facilitate access, such as “packet sniffers” or port scan a person’s computer or wireless device without that person’s consent, or use any tools designed to facilitate these scans;use, reproduce, distribute, sell, resell or otherwise exploit the Services or content we provide or which you obtain through the Services for any commercial purposes or for anything other than your own personal purposes (such as reselling the Services, providing Internet access or any other feature of the Services to any third party) or share or transfer your Services without our express consent;alter, reproduce, or tamper with the Services or any function, component or identifier of your Equipment, such as the Electronic Serial Number (ESN) or the International Mobile Equipment Identity (IMEI) that is not meant to be altered, reproduced or tampered with;restrict, inhibit or interfere with the ability of any person to access, use or enjoy the Internet, the Services or any Equipment used to connect to the Services, or create an unusually large burden on our networks, including, without limitation, posting, uploading, transmitting or otherwise making available information or software containing a virus, lock, key, bomb, worm, Trojan horse or other harmful, limiting, destructive or debilitating feature, distributing mass or unsolicited e-mail like “spam” or other messages, or otherwise generating levels of traffic sufficient to impede others’ ability to send or retrieve information, or to use the Services in an abusive manner in connection with any unlimited packages, options or promotions;disrupt any backbone network nodes or network service, or otherwise restrict, inhibit, disrupt or impede our ability to monitor or deliver the Services, any transmissions or data;interfere with computer networking or telecommunications service to or from any Internet user, host, provider or network, including, without limitation, denying service attacks, overloading a service, improperly seizing or abusing operator privileges, or attempting to “crash” a host; orforge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services, operate a server in connection with the Services, including, without limitation, mail, news, file, gopher, telnet, chat, Web, or host configuration servers, multimedia streamers or multi-user interactive forums.
13. RESPONSIBILITY FOR MINORSIf you are under 18, you represent that you have your parent or guardian’s permission to use the HTL Site or Services. Please have them read this Agreement with you.If you are a parent or legal guardian of a user under the age of 18 and you have authorized a minor to use a HTL Site or the Services, then you agree to be fully responsible for: (i) controlling the minor’s access to and use of that HTL Site or the Services; and (ii) the consequences of any misuse by the minor. You acknowledge that some of the areas of a HTL Site and some of the Content may include material that is inappropriate for minors.
14. SUSPENSION AND TERMINATION
By HTL. HTL may at any time, without notice to you, restrict, block, suspend or terminate any or all of your use of a HTL Site (or any portion thereof), the Services or your account if you fail to comply in full with any of these Terms or any other terms, agreements, or policies that apply to a HTL Site and the use of it. Any termination will not relieve you of any obligation to pay fees accrued prior to termination.Of the Service. Subject to subsection 14(c) below, HTL may at any time, without notice or liability, refund, suspend or discontinue some or all of the Services (or any portion of it). Your right or liability to use Software will terminate automatically if the Services with which the Software is used is terminated or expired. Upon termination of your right to use Software for any reason, you must delete the Software.Subscription Content. HTL may discontinue any Subscription Content that you subscribe to upon no less than 30 days’ (if you are a resident of Québec, 60 days’) advance written notice to you. Unless otherwise set out in any applicable Subscription Terms, you may terminate your recurring subscription to Subscription Content at any time by notifying us at the email address specified at Section 21. That termination (including your loss of access to the terminated Subscription Content) will be effective as of the date you call us or a future date that you request (if applicable), whichever is later. Not applicable to residents of Québec: You will not be refunded for the portion of any subscription period not completed as of the termination date.
15. INDEMNIFICATION
To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless HTL and its affiliates, licensors, suppliers and agents (and each of their respective directors, officers, employees, shareholders and representatives) (collectively, “HTL Parties”) from and against all claims, liability, losses, actions, proceedings, suits, damages, settlements, penalties, fines, costs and expenses, including all reasonable legal fees and other litigation expenses, arising out of: (i) your breach of any provision of these Terms or any applicable Subscription Terms; (ii) your use or misuse of a HTL Site or the Content and the placement or transmission of your Contributions on a HTL Site made by you or others using your account; (iii) your use of or inability to use any Software; or (iv) any violation, alleged violation or misappropriation of any intellectual property right or non-proprietary right of a third party. HTL may, in its sole discretion and at its own expense, assume the exclusive defence and control of any matter otherwise subject to indemnification by you. You will co-operate as fully as reasonably required in the defence of any claim. Your indemnification shall survive any termination of your right to use a HTL Site and the Services.
16. NO WARRANTIES
All HTL Sites, the Services and all Content, material, information or postings found on or accessed through a HTL Site, are provided on an “as is” basis. To the maximum extent permitted by applicable law, the HTL Parties expressly disclaim any and all representations, warranties and conditions, express and implied, including, without limitation, any and all representations and warranties of title and non-infringement, and all implied warranties and conditions of merchantable quality, fitness for any particular purpose, suitability for any particular purpose, and any representations, warranties or conditions arising from any course of dealing or usage of trade, for a HTL Site, the Services or the Content contained in or accessed through a HTL Site. To the maximum extent permitted by applicable law, none of the HTL Parties makes any representations or warranties as to the performance, availability, accuracy, timeliness, reliability, secure operation, truthfulness or completeness of a HTL Site, the Services or the Content contained in or accessed through a HTL Site, including, without limitation, the contents, transmission or delivery of any Content, information, material, or posting found on a HTL Site, any services provided through a HTL Site (including the Services), or any links to other sites made available on a HTL Site or the content contained on those site(s), or, for Software, the operation of the Software or any feature of the Software. To the maximum extent permitted by applicable law, none of the HTL Parties makes any representations or warranties that a HTL Site or access to and use of a HTL Site will be continuous, accurate, uninterrupted, error-free, or free from defects, viruses or other harmful codes or components. For Software, to the maximum extent permitted by applicable law, all representations, warranties and conditions of any kind, express or implied, are excluded including any related to completeness of response, results and workmanlike effort for the Software. You expressly agree that use of a HTL Site and the Services are at your sole risk.
17. THIRD PARTY MERCHANDISE AND/OR PRODUCTS
We may receive a commission, fee, and/or other compensation on some purchases made on, through, or linked from a HTL Site or Service.Images available on or through a HTL Site or Service, including without limitation Content, of third-party merchandise and/or products, may not accurately capture the actual appearance, color, look and feel, specifications, features, or functionality of such merchandise or products.The HTL Parties make no representations, warranties, or guarantees with respect to any of the third party merchandise and/or products, featured, mentioned, described, distributed, sold, or otherwise available on or through a HTL Site or Service, including without limitation Content. All transactions for merchandise and/or products shall be between the user and the third party seller, distributor, or manufacturer without any involvement of HTL. These third parties may require that you agree to their additional terms, conditions, contracts, agreements, and/or rules.Nothing on the HTL Sites or Services, including without limitation Content, constitutes a binding offer to sell or distribute any third-party merchandise and/or products. If you purchase or order third-party merchandise and/or products, through a HTL Site or the Services, note that the HTL Parties have no control over, or assume responsibility for, the quality, quantity, size, character, fitness for a particular purpose, specifications, features, functionality, safety, or legality of such merchandise and/or products, the truth or accuracy of the listings, or the ability of the sellers to sell, ship, or otherwise provide such merchandise and/or products.You agree that the HTL Parties are not responsible, and shall have no liability to you, with respect to merchandise and/or products, featured, mentioned, described, distributed, sold, or otherwise available on or through a HTL Site or Service, including without limitation Content.
18. LIMITATIONS OF LIABILITY
Not applicable to residents of Québec: To the maximum extent permitted by applicable law, under no circumstances, including without limitation, negligence, gross negligence, negligent misrepresentation and fundamental breach, shall any of the HTL Parties be liable to you or any third party for:
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, ECONOMIC OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFIT OR REVENUE, FINANCIAL LOSS, LOSS OF BUSINESS OPPORTUNITIES, LOSS, DESTRUCTION, INTERCEPTION, MISDELIVERY OR ALTERATION OF DATA, FILES, SOFTWARE OR OTHER INFORMATION, BREACH OF PRIVACY OR SECURITY, PROPERTY DAMAGE, PERSONAL INJURY, DEATH OR ANY OTHER FORESEEABLE OR UNFORESEEABLE LOSS, HOWEVER CAUSED) OR ANY LOSS THAT RESULTS FROM THE SUPPORT FOR ANY SOFTWARE, THE USE OF, OR THE INABILITY TO USE, A HTL SITE, THE SERVICES OR ANY CONTENT, INFORMATION, MATERIAL, OR POSTINGS ON A HTL SITE (INCLUDING, WITHOUT LIMITATION, YOUR CONTRIBUTIONS), DIRECTLY OR INDIRECTLY, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION OVER THE INTERNET. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NONE OF THE HTL PARTIES SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU; ANDANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES OR COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL FEES AND OTHER LITIGATION EXPENSES) RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, ANY CLAIM THAT THE USE OR INTENDED USE OF THE SOFTWARE INFRINGES THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY, OR OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY RIGHTS OR CONTRACTUAL RIGHTS OF ANY THIRD PARTY. THESE LIMITS APPLY TO ANY ACT OR OMISSION OF ANY OF THE HTL PARTIES, WHETHER OR NOT THOSE ACTS OR OMISSIONS WOULD OTHERWISE GIVE RISE TO CLAIMS OR CAUSES OF ACTION IN CONTRACT, TORT, PURSUANT TO STATUTE OR PURSUANT TO ANY OTHER DOCTRINE OF LAW.
Applicable only to residents of Québec: Except for damages resulting from a HTL Party’s own act, the HTL Parties will not be liable to you or any third party for:
ANY DAMAGES (INCLUDING LOSS OF PROFIT OR REVENUE, FINANCIAL LOSS, LOSS OF BUSINESS OPPORTUNITIES, LOSS, DESTRUCTION, INTERCEPTION, MISDELIVERY OR ALTERATION OF DATA, FILES, SOFTWARE OR OTHER INFORMATION, BREACH OF PRIVACY OR SECURITY OR PROPERTY DAMAGE) OR ANY LOSS THAT RESULTS FROM THE SUPPORT FOR ANY SOFTWARE, THE USE OF, OR THE INABILITY TO USE, A HTL SITE, THE SERVICES OR ANY CONTENT, INFORMATION, MATERIAL, OR POSTINGS ON A HTL SITE (INCLUDING, WITHOUT LIMITATION, YOUR CONTRIBUTIONS), DIRECTLY OR INDIRECTLY, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION OVER THE INTERNET. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NONE OF THE HTL PARTIES SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU; ANDANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES OR COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL FEES AND OTHER LITIGATION EXPENSES) RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, ANY CLAIM THAT THE USE OR INTENDED USE OF THE SOFTWARE INFRINGES THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY, OR OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY RIGHTS OR CONTRACTUAL RIGHTS OF ANY THIRD PARTY.
19. ARBITRATION
Not applicable to residents of Québec: To the extent permitted by applicable law, unless we agree otherwise, any claim, dispute or controversy, whether in contract or tort, under statute or regulation, or otherwise, and whether pre-existing, present or future, arising out of or relating to the following items will be determined by final and binding arbitration to the exclusion of the courts:these Terms, including, without limitation, any license granted under these Terms;the Services or a HTL Site;oral or written statements, advertisements or promotions relating to these Terms, the Services or a HTL Site; orthe relationships that result from these Terms.
20. OTHER IMPORTANT TERMS
These Terms are governed exclusively by the laws of the province of Saskatchewan and the laws of Canada applicable therein, without giving effect to their conflict of laws principles, and you submit to the jurisdiction of the courts of Saskatchewan.
These Terms, as amended from time to time, any applicable Subscription Terms, any other documents referenced herein and any rules, policies, guidelines or other agreements posted on a HTL Site by HTL constitute the entire agreement between HTL and you for your use of a HTL Site and the Services.
Either party’s failure to insist upon or enforce strict performance of any provision of these Terms does not mean that party has waived any provision or right in these Terms. No waiver by either HTL or you of any breach or default under these Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.
If any provisions contained in these Terms are determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction, that determination will not affect the remaining provisions. If any portion of these Terms is unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect HTL’s original intentions and the remainder of the provisions shall remain in full force and effect.
Neither the course of conduct between you and HTL nor trade practice shall act to modify any provision of these Terms. These Terms enure to the benefit of and are binding on you, your heirs and your legal personal representatives and on your and HTL’s respective successors and assigns. You may not assign or transfer these Terms without our prior consent. We may assign or transfer these Terms or any of our rights or obligations under these Terms without your consent. The provisions of Sections 14-20 shall survive termination of the Service.
If you are dissatisfied with a HTL Site or with these Terms, then your sole remedy is to stop using HTL Sites.
These Terms have been drawn up in the English language at the express request of the parties. Les présentes modalités ont été rédigées en anglais à la demande expresse des parties.
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