TERMS OF USE AGREEMENT
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This Terms of Use Agreement (the "Agreement") is a legal agreement between you and The Orange Bear Marketing Agency, a company incorporated under the laws of Canada, with its registered office located at 777 Hornby St Vancouver, BC V6Z 1S4 (the "Company"). This Agreement sets forth the terms and conditions for your use of the Company's websites, services, and products (collectively, the "Services").
ACCEPTANCE OF TERMS
By using the Services, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, you must immediately stop using the Services.
MODIFICATION OF TERMS
The Company reserves the right, at its sole discretion, to modify the terms of this Agreement at any time and without prior notice. If the modified terms are not acceptable to you, your only recourse is to cease using the Services. Your continued use of the Services following the posting of any changes to the Agreement signifies your acceptance of those changes.
LICENSE GRANT
Subject to the terms and conditions of this Agreement, the Company grants you a limited, non-exclusive, non-transferable license to access and use the Services solely for your personal and non-commercial use. You shall not copy, reproduce, distribute, or otherwise exploit the Services for any commercial purpose without the Company's express written consent.
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INTELLECTUAL PROPERTY RIGHTS
The Services and all related content, including but not limited to software, text, graphics, logos, images, audio, and video, are protected by Canadian and international intellectual property laws. The Company owns all rights, titles, and interests in the Services, including all related intellectual property rights. You acknowledge and agree that the Services, including all related intellectual property rights, are the exclusive property of the Company and its licensors.
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DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY FOR INFORMATION, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICES, INCLUDING WITHOUT LIMITATION THE SOFTWARE LICENSED TO YOU AND THE RESULTS OBTAINED THROUGH THE SERVICES. SPECIFICALLY, THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: 1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, AND 2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION
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LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR USE OF THE SERVICES.
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INDEMNITY
You agree to indemnify, defend, and hold harmless the Company, its affiliates, its licensors, and their respective officers, directors, employees, agents, successors, assigns, content providers, service providers, and other users of the Services, from and against any and all claims, losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from or arising out of your use of the Services, your violation of this Agreement, or your violation of any rights of another.
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GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to any principles of conflicts of law.
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DISPUTE RESOLUTION
Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the Canadian Arbitration Association. The arbitration shall be held in Toronto, Ontario, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.
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SEVERABILITY
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.
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CONFIDENTIALITY
You acknowledge that the Services may contain confidential and proprietary information of the Company ("Confidential Information"). You agree to maintain the Confidential Information in the strictest confidence and not to disclose such Confidential Information to any third party.
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TERM AND TERMINATION
This Agreement shall commence on the date you first use the Services and shall continue until terminated by either party. The Company may terminate this Agreement at any time without notice to you, and you may terminate this Agreement by discontinuing the use of the Services.
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MODIFICATION
The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, the Company will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at the Company's sole discretion.
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FORCE MAJEURE
The Company shall not be liable for any failure or delay in performance under this Agreement, other than for the payment of money, due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labour problems, or Internet service provider failures or delays.
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THIRD-PARTY SERVICES
The Services may include links to third-party websites or services. The Company is not responsible for the availability of these third-party services and does not endorse, and is not responsible for, any content, products, or services available from such services. You are solely responsible for your use of any such services.
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NOTICES
The Company may provide you with notices, including those regarding changes to this Agreement, by email, regular mail, or postings on the Services.
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ASSIGNMENT
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction.
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WAIVER
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and the Company's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
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ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between you and the Company with respect to the use of the Services and supersedes all prior or contemporaneous communications, whether electronic, oral, or written, between you and the Company.
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CONTACT INFORMATION
If you have any questions regarding this Agreement or the Services, please contact the Company at:
The Orange Bear Marketing Agency
777 Hornby St
Vancouver, BC
V6Z 1S4
Email: contact@theorangebear.com