Published on 27-Dec-2014
THESE TERMS AND CONDITIONS CONTAIN LEGAL OBLIGATIONS AND FORM AN AGREEMENT BETWEEN YOU AND WAYOUT CORP. AND ITS AFFILIATES ("WAYOUT" or "WE"). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING, ACCESSING OR BROWSING ANY WAYOUT PROPERTIES.
THESE TERMS AND CONDITIONS WERE LAST UPDATED ON: December 27, 2014.
Access and Use
By accessing, browsing or otherwise using any Wayout website, digital property, mobile application and/or mobile enabled site (collectively, "Wayout Properties" and each a "Wayout Property" ) including without limitation deskpal.com; or any products, content or service (collectively the "Services" and each a "Service" ) available in or on a Wayout Property, including Services offered on a payment basis (collectively "Paid Services" and each a "Paid Service" ), you agree without limitation or qualification to be bound by these Terms and Conditions and such other terms and conditions, rules and policies which you may be directed to or are displayed in connection with the use of a Wayout Property, Service or Paid Service, all as amended from time to time. If you have not read, or do not understand, or do not agree to these Terms and Conditions you may not use the Wayout Properties, Services or Paid Services.
Wayout reserves the right, in its sole discretion, to change the terms of any part of these Terms and Conditions, in whole or part, at any time. Except as otherwise provided in these Terms and Conditions, any change will be effective when notice of the change is posted on a Wayout Property. We also reserve the right, in our sole discretion, to change the limits applicable to obtain free access to the services. Please check back regularly for updates by checking the date of the last update above. Your continued use of any Wayout Property, Service or Paid Service following the posting of amended Terms and Conditions will mean you accept those changes. We reserve the right to modify, suspend or discontinue the Wayout Properties, Services, Paid Services or Content (as defined below) or any part of them from time to time without notice or liability for any reason whatsoever. We also reserve the right at any time to charge fees for access to all or portions of the Wayout Properties, Services or Content. In such event, although your access to the applicable Wayout Property, Service or Content may be restricted or denied, you will not be charged for access unless we obtain your prior agreement to pay such charges.
Restrictions on Use of Materials
Wayout Properties, Services, and Paid Services and all content made available thereon ( "Content" ) are the property of Wayout or its licensors and are protected, without limitation, pursuant to Canadian and foreign copyright, trademark and other laws. Subject to your compliance with these Terms and Conditions, Wayout grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable license to download, display or use a single copy of the Content on your computer or other electronic access device for your own personal and non-commercial use as long as you do not alter or modify the Content and you maintain all copyright and other proprietary notices. All rights not expressly granted in the Content are reserved. Other than as explicitly set forth in these Terms and Conditions, nothing will be construed as granting any license or right to use any Content in any manner without the prior written consent of Wayout or such third party that may own the Content displayed on Wayout Property, Service or Paid Service. Any unauthorized use of any of the Content is strictly prohibited. Except as provided herein, you agree not to reproduce, sell, republish, broadcast, distribute, make derivative works of or otherwise make available any Content, including without limitation by framing, caching or other similar means, without the prior written consent of the copyright owner of such Content.
All trademarks and trade names used, mentioned or displayed on Wayout Properties are trademarks or registered trademarks of Wayout, its affiliated companies or of their respective owners. The display of trademarks or trade names on each of the Wayout Properties does not convey or create any license or other rights in these marks or names. Any unauthorized use of these trademarks and trade names is strictly prohibited.
In order to be able to post comments on Wayout Properties or to use certain of the Services and Paid Services made available on Wayout Properties, you may be required to register. Should you choose to register, you agree to provide accurate and current information about yourself as required by the registration process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree to be responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of any registration on the Wayout Properties, and (b) all activities, subscriptions and purchases that occur under such password or account. Further, you agree to immediately notify Wayout of any unauthorized use of your password or account. If you provide any information that is untrue or inaccurate or we have reasonable grounds to suspect that such information is untrue or inaccurate, we have the right to suspend or terminate your account and/or your access to the Wayout Properties, Services and Paid Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion, and we may refer you to appropriate law enforcement agencies.
User Representations and Warranties
You represent and warrant that: (i) you are not a minor and you have the legal right and capacity to enter into these Terms and Conditions in your jurisdiction and to comply with these Terms and Conditions or, if you are a minor, your parent or legal guardian has read and agreed to these Terms and Conditions on your behalf; (ii) all information you provide to the Wayout is accurate and complete; and (iii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these Terms and Conditions.
In cases where you have authorized a minor to use a Wayout Property, Service or Paid Service, you recognize that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor's access to and use of a Wayout Property, Service or Paid Service; and (iii) the consequences of any misuse by the minor. You acknowledge that some of the areas or portions of a Wayout Property, Service or Paid Service may contain material that is inappropriate for minors.
User Conduct, Indemnification and Licence Granted
All information, data, text, software, graphics, images, avatars, video, messages, ideas, reviews, opinions, suggestions or other materials created by users on any part of the Wayout Properties, including but not limited to its comment forums and chat boards, ( "User Postings") are the responsibility of the user creating the User Postings. WAYOUT HAS NO RESPONSIBILITY FOR USER POSTINGS. However, the Wayout retains the right, which it may or may not exercise, in its sole discretion, to review, edit, refuse, block or delete any User Postings for any reason whatsoever. Wayout will not be liable to you or any third-party for any modification or discontinuance of your User Postings. Wayout does not control the User Postings posted on Wayout Properties and does not guarantee the accuracy, integrity or quality of such User Postings.
You acknowledge and agree that Wayout may preserve User Postings and may also disclose any information as necessary to satisfy any law, regulation or governmental request, comply with legal process, enforce these Terms and Conditions or to protect itself, its users and/or the public.
You hereby represent and warrant that you have all necessary rights in and to all User Postings you provide and that such User Postings shall not infringe any proprietary or other rights of third parties or contain any libellous, tortious, or otherwise unlawful information. Without limiting the generality of the foregoing, you agree not to:
• post, transmit, link to, upload or otherwise submit or distribute any User Postings that:
• infringe any proprietary or other rights of third parties, including any copyright, trademark, patents, trade secrets, privacy or other proprietary or property right;
• contain any libellous, tortious or otherwise unlawful information;
• are inappropriate, profane, defamatory, infringing, obscene, pornographic, indecent or unlawful;
• denigrate a class of people because of their race, religion, country of origin, sexual orientation or gender;
• depict violent or criminal acts, or seek to incite violence or crime;
• relate or pertain to any "hate group," for example, groups that are organized in part to promote the oppression of or assert the supremacy of any class of people;
• include a photograph of another person or personal information of another person or use that person's correspondence, diaries or personal documents without that person's consent;
• involve or promote commercial activities or seek solicitations on behalf of charities or donations of any kind, including but not limited to, promoting any contests, sweepstakes, barter, advertising or franchise, pyramid scheme, multi-level marketing opportunity, "club membership", distributorship or sales representative agency arrangement or other business opportunity;
• further or promote any criminal activity or enterprise or provide instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; or
• could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law;
• defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others, including, without limitation, rights relating to privacy and publicity; or
• use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of a Wayout Property, Service or Paid Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of such Wayout Property, Service, Paid Service or Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Wayout Property, Service or Paid Service without Wayout's express written consent.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF WAYOUT, AFFILIATES, AND RELATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS OR DEMANDS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL AND ACCOUNTING FEES RESULTING FROM OR RELATED TO ANY BREACH OF THESE TERMS AND CONDITIONS, YOUR ACCESS TO OR USE OF WAYOUT PROPERTIES OR YOUR USE OF OR RELIANCE ON OR PUBLICATION, COMMUNICATION OR DISTRIBUTION OF ANYTHING FROM THE WAYOUT PROPERTIES, SERVICES OR PAID SERVICES. YOU SHALL USE YOUR BEST EFFORTS TO COOPERATE WITH US IN THE DEFENCE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.
By contributing User Postings to Wayout Properties, you give (or warrant that the owner of such rights has expressly given) to Wayout and its affiliates a worldwide, royalty-free, perpetual, irrevocable and nonexclusive right and license to host, cache, store, use, copy, distribute, sell, re-sell, display, perform, publish, broadcast, transmit, modify, edit, reformat, translate, create derivative works from or otherwise exploit in any manner whatsoever, all or any portion of your User Postings for any purpose whatsoever in all formats, on or through any media or medium now known or hereafter developed and with any technology or devices now known or hereafter developed without any compensation to you. You also grant to Wayout the right to sub-license and authorize others to exercise any of the rights granted to Wayout under these Terms and Conditions; and each such third party will be entitled to benefit from the rights and licenses granted to Wayout under these Terms and Conditions. You further authorize Wayout to publish your User Postings in a searchable format that may be accessed by users of Wayout Properties and the Internet. Such license will apply with respect to any form, media or technology now known or later developed. In addition, you warrant that all moral rights in such materials have been waived. You further agree that Wayout is free to use any ideas, concepts, know-how, or techniques contained in any of the User Postings for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information, without compensation to you.
If you have subscribed to a Paid Service your use of that Paid Service and related Content will be governed by the subscription terms applicable to that Paid Service, in addition to these Terms and Conditions. You agree that you will not share the Content you receive through the Paid Service with anyone except as explicitly permitted by the subscription terms applicable to that Paid Service. You will be required to register as described at the time of registration for a Paid Service, and you will be assigned an account for such Paid Service. You agree to provide accurate and current information about yourself as required by the registration process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree to be responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of any registration for a Paid Service, and (b) all activities that occur under such password or account, including transactions, subscriptions and purchases effected and all applicable Paid Services fees, together with all applicable taxes, incurred through such account. Further, you agree to immediately notify Wayout of any unauthorized use of your password or account. If you provide any information that is untrue or inaccurate or we have reasonable grounds to suspect that such information is untrue or inaccurate, we have the right to suspend or terminate your account and your access to the Paid Services.
Termination of Access
You agree that Wayout, in its sole discretion, may suspend or terminate your password, account, or use of Wayout Properties, Services or Paid Services and remove and discard any User Postings at its convenience or for any reason, including without limitation if WE believe you have violated or may violate these Terms and Conditions. You agree that any suspension and/or termination of your access to Wayout Properties, or use of the Services or Paid Services may be effected without prior notice and that Wayout will not be liable to you or to any other person as a result of any such suspension or termination.
Links to Third Party Sites
Users may, through the use of hypertext or other computer "links" on a Wayout Property, Service or Paid Service, gain access to other sites on the Internet which are not part of Wayout Properties and which are not controlled by Wayout. Wayout is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Wayout of the site. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures and to guard against viruses and other destructive elements and any collection, use and disclosure of your personal information through such site. WAYOUT WILL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR THE ACCURACY, RELEVANCY, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN ANY SITE LINKED FROM A WAYOUT PROPERTY OR FOR ANY INFORMATION OR MATERIAL YOU PROVIDE TO ANY THIRD PARTY.
Unless otherwise indicated on a Wayout Property, Wayout is not sponsored by or affiliated with the linked sites, and trademarks used in connection with linked sites are not trademarks of Wayout.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, WAYOUT IS PROVIDING WAYOUT PROPERTIES, SERVICES AND PAID SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS AND MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN ANY CONNECTION WITH WAYOUT PROPERTIES, SERVICES OR PAID SERVICES, THEIR CONTENTS, OR ANY WEB SITE OR CONTENTS WITH WHICH IT IS LINKED. WAYOUT DOES NOT WARRANT THAT THE FUNCTION OF WAYOUT PROPERTIES, SERVICES OR PAID SERVICES OR THEIR CONTENTS WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT WAYOUT PROPERTIES, SERVICES OR PAID SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WAYOUT BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING WITHOUT LIMITATION ANY COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR FOR ANY OTHER DAMAGES OF ANY KIND OR CHARACTER, EVEN IF WAYOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE ANY OF WAYOUT PROPERTIES, SERVICES OR PAID SERVICES, THEIR CONTENTS, OR ANY WEBSITE OR CONTENTS WITH WHICH IT IS LINKED, OR ANY OTHER MATTER RELATING TO WAYOUT PROPERTIES, SERVICES OR PAID SERVICES.
THE INTERNET MAY BE SUBJECT TO BREACHES OF SECURITY. WITHOUT LIMITING THE FOREGOING, WAYOUT IS NOT RESPONSIBLE FOR ANY RESULTING DAMAGE TO ANY USER'S COMPUTER OR OTHER ELECTRONIC ACCESS DEVICE FROM ANY SUCH SECURITY BREACH, OR FROM ANY VIRUS, BUGS, TAMPERING, UNAUTHORIZED INTERVENTION, FRAUD, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION. YOU SHOULD ALSO BE AWARE THAT E-MAIL AND OTHER SUBMISSIONS OVER THE INTERNET MAY NOT BE SECURE, AND YOU SHOULD CONSIDER THIS BEFORE E-MAILING WAYOUT PROPERTIES OR WAYOUT ANY INFORMATION OR POSTING INFORMATION TO WAYOUT PROPERTIES.
You expressly acknowledge that We have relied on the disclaimers, limitations and exclusions of liability set out in these Terms and Conditions in making Wayout Properties, Services, Paid Services and Content available to you, and that these disclaimers, limitations and exclusions of liability are an essential part of this agreement between you and Wise Cescent.
Professional Information Disclaimer
Some of Wayout Properties may contain certain facts, opinions, views, statements, recommendations and information which may be provided by third parties including but not limited to third parties in professional fields such as medical, law, engineering, accounting, financial planning, investments, other professional fields ( "Professional Information" ). Such information is for informational or entertainment purposes only and is not to be used or construed as a substitute for professional advice, diagnosis or treatment. Use of any Wayout Property does not replace consultations with qualified medical, legal, engineering, accounting, financial planning, investment, or other professionals. Professional Information may be subject to change and could be out of date. You acknowledge that any reliance on such Professional Information is at your sole risk and that Wayout does not provide you with or endorse any medical, health, tax, legal, accounting, investment or other professional advice or advocate the purchase or sale of any security or investment. You further acknowledge that you are solely responsible for your own research and decisions, including without limitation investment and financial planning decisions. You agree that Wayout shall not be responsible or liable in any way for any loss or damage of any kind directly or indirectly incurred as a result of, or in connection with the use of, or reliance on, any Professional Information.
Third Party Advertisements
Third party advertisers ( "Advertisers" ) may offer goods, services and other materials to you on Wayout Properties. Your correspondence and business dealings with Advertisers including, but not limited to, the payment and delivery of goods and services, and any terms, conditions, warranties and representations associated with such dealings, are solely between you and the Advertiser. You agree that Wayout will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or the offering of such goods, services and other materials on the Wayout Properties.
Descriptions of, or references to, products or publications within Wayout Properties do not imply endorsement of that product or publication. Your dealings or communications through Wayout Properties with any party other than Wayout are solely between you and that third party. Under no circumstances will Wayout Properties, or Wayout, be liable for any goods, services, resources or content available through such third party dealings or communications, or for any harm related thereto. Please review carefully that third party's policies and practices and make sure you are comfortable with those policies and practices before you engage in any transaction. Any complaints, concerns or questions you may have relating to materials provided by third parties should be forwarded directly to the third party.
Any software that is made available to view and/or download in connection with Wayout Properties, Services or Paid Services ("Software"), is owned or controlled by Wayout and/or its licensors, affiliates and suppliers and is protected by copyright laws and international treaty provisions. Your use of the Software is limited to private, non-commercial use and is governed by these Terms and Conditions and the terms of the end user license agreement, if any, which accompanies or is included with the Software. You agree that it is your responsibility to review and evaluate the Software and the related end user license agreement, and that all risk associated with the use of, or reliance on, the Software rests with you. You further agree that Wayout, to the maximum extent permitted by law, makes no warranties regarding the Software, and will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, the Software, including the failure of the Software to meet your needs, standards, expectations or specifications.
Wayout would be happy to hear any ideas or suggestions related to the improvements or additions to Wayout Properties, Services or Paid Services. ALL SUCH IDEAS, SUGGESTIONS AND ANY OTHER IDEAS, SUGGESTIONS, MATERIALS OR CONTENT YOU SUBMIT OR PROVIDE TO WAYOUT (COLLECTIVELY, "SUBMISSIONS") WILL BE SUBJECT TO THESE TERMS AND CONDITIONS AND ANY DISCLOSURE OF SUCH SUBMISSIONS WILL NOT UNDER ANY CIRCUMSTANCES BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY PROVIDING A SUBMISSION YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE SUBMISSION AND YOU ARE REPRESENTING THAT THE SUBMISSION IS WHOLLY ORIGINAL TO YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE SUBMISSION AND THAT WAYOUT IS FREE TO IMPLEMENT THE SUBMISSION AS PROVIDED OR AS MODIFIED BY WAYOUT WITHOUT OBTAINING THE PERMISSION OR LICENSE OF ANY THIRD PARTY.
Jurisdiction and Governing Law
Wayout Properties, Services and Paid Services are controlled and operated by Wayout. Its offices are located in Ontario, Canada. If you choose to access Wayout Properties from another location, you are responsible for compliance with local laws, if and to the extent local laws are applicable.
These Terms and Conditions shall be governed by and construed in accordance with the laws of Ontario, Canada, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or in connection with these Terms and Conditions or Wayout Properties shall be filed only in the provincial or federal courts located in Ontario, Canada and hereby submit to the nonexclusive jurisdiction of such courts. You also agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Wayout Properties or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against us related to any claim and, where applicable, you also agree to opt out of any class proceedings against us.
If any provision of these Terms and Conditions shall be deemed unlawful, invalid or unenforceable by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions. No waiver of any of the terms of these Terms and Conditions will be of any force or effect unless made in writing and signed by a duly authorized officer of Wayout. The section titles in these Terms and Conditions are for your convenience only and do not have any legal or contractual effect.
The failure of Wayout to comply with these Terms and Conditions because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Wayout, shall not be deemed a breach of these Terms and Conditions.
These Terms and Conditions, including all terms, policies, and guidelines referenced in these Terms and Conditions, together with any agreement governing your use of Paid Services, where applicable, is the entire agreement between you and Wayout concerning Wayout Properties, Services and Paid Services. These Terms and Conditions supersede all prior agreements or communications between you and Wayout regarding the subject matter of these Terms and Conditions.
The parties have required that these Terms and Conditions and all terms, policies and guidelines relating thereto be drawn up in English. Les parties aux présentes déclarent qu'elles ont exigé que cette entente et tous les documents y afférant soient redigés en langue anglaise.