Terms and Conditions of Use

Terms and Conditions of Use Last updated: August 11, 2016

These Terms and conditions of use (these "Terms") constitute a legally binding agreement that governs your use of websites, applications and/or other online services that Datafirm may make available from time to time (collectively, and together with associated and successor websites, applications and services, the "Site"). By accessing, reading and making use of this Site, you agree, on your own behalf and on behalf of any entity on whose behalf you may be acting, to be bound by these Terms. If you do not wish to be bound by these Terms, you should not use this Site. By using or accessing the Site, you agree to be bound by these Terms.

1. Privacy

Use of the Site is also governed by Datafirm's Privacy Policy, located here. Datafirm's Privacy Policy is incorporated into and a part of these Terms. By using or accessing the Site, you agree to be bound by Datafirm's Privacy Policy.

2. Changes To These Terms

Datafirm Reserves the right to change these Terms in any way and at any time. Modified Terms will be effective when posted on this Site. You should check these Terms frequently for changes. If any change to the Terms is not acceptable to you, you should discontinue your use of this Site immediately. Your continued use of this Site after changes to the Terms are posted thereon will constitute acceptance of the changes.

3. Ownership of Intellectual Property

3.1. Copyright: All text, images, audio or visual recordings or web code ("Works") on this website and in all Datafirm publications are Copyright © Datafirm unless otherwise indicated, or otherwise owned. Datafirm and the Datafirm logos are trademarks of Datafirm and may not be used without the express written permission of Datafirm. Third Party Works found on or through the Datafirm website or paper publications which bear the name of or credit to a third party creator require the permission of the third party creator for any reproduction or other use unless otherwise indicated.

3.2. You agree not to copy, redistribute, publish or otherwise exploit Works from the Site without the express prior written permission of Datafirm.

3.3. All comments, feedback, suggestions, ideas, and other submissions ("Ideas") disclosed, submitted, or offered to Datafirm in connection with the use of the Site will be the exclusive property of Datafirm. You agree that unless otherwise prohibited by law Datafirm may use, sell, and disclose the Ideas in any manner, without restriction and without compensation to you.

4. Linking Agreement

4.1. If you wish to link to this Site, you may do so, provided you agree to the link conditions described below ("Link Conditions"): A link may be established to the following home page of this Site ("Home Page") at http://datafirm.azurewebsites.net If you link to this Site, your website,

i. may not imply that Datafirm is endorsing you or your products or services;

ii. may not imply an affiliation between you or any entity on whose behalf you may be acting without the prior written consent of Datafirm;

iii. may not misrepresent your relationship with the Datafirm or present false or misleading impressions about Datafirm or its services;

and iv. may not contain content that may be interpreted as distasteful or offensive.

Datafirm shall have no responsibility or liability for any content appearing on your website. Datafirm may at any time, in its sole discretion, immediately terminate your right to link to this Site, with or without cause. If Datafirm exercises this right, you will immediately remove all links to this Site. By establishing a link to this Site, you will be deemed to have agreed to these Link Conditions.

4.2. External Links Certain links on this Site may take you to other webSites. Datafirm provides these links only as a convenience. Datafirm is not responsible for the contents of any linked website. Datafirm makes no representations or warranties regarding, and does not endorse, any linked website, the contents thereof, the information appearing thereon or any of the products or services described thereon. Links do not imply that Datafirm sponsors, endorses or is affiliated or associated with the entity that owns or is responsible for any linked website. If you decide to visit any linked websites, you will do so at your own risk.

5. Disclaimers; Limitations; Waivers of Liability

5.1. Any use of or reliance on the Site is at your sole risk. All content on the Site is on an "AS IS" basis without warranties of any kind, including but not limited to warranties of title or implied warranties of non-infringement, merchantability or fitness for a particular purpose. Datafirm makes no warranty as to the accuracy, quality or completeness of the contents of this Site, nor to the absence of any software virus or other harmful component. Datafirm does not warrant that this Site will continue to operate, will operate without interruptions, or that it will be error-free. None of the information provided on this Site is provided as legal advice and you agree that it will not be relied upon as such.

5.2 Datafirm will not be liable for any direct, indirect, incidental, special, exemplary or consequential damages arising out of use of, or inability to use, the Site. You further acknowledge that Datafirm is not liable, and you agree not to hold Datafirm liable, for the conduct of third parties, including other users of the Site and operators of external Sites. To the fullest extent of the law, the disclaimers of liability contained herein apply to any and all damages whatsoever caused by or related to the use of, or inability to use, the Site under any cause or action whatsoever of any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort.

6. Indemnification

You agree to defend, indemnify and hold harmless Datafirm from and against all claims and expenses, including attorneys' fees and costs, arising out of your use of the Site and/or your breach or alleged breach of any term, condition, obligation, representation or warranty in these Terms.

7. Governing Law and Venue

This Agreement and all aspects of the Site will be governed by and construed in accordance with the internal laws of Canada and the Province of British Columbia, regardless of your location.

8. Waiver/Severability

8.1. The failure of Datafirm to require or enforce strict performance by you of any provision of these Terms or to exercise any right under them will not be construed as a waiver or relinquishment of Datafirm's right to assert or rely upon any such provision or right in that or any other instance.

8.2. You and Datafirm agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which will continue to be in full force and effect.

9. Miscellaneous

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Datafirm to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Neither the course of conduct between the parties nor trade practice will act to modify these Terms to any party at any time without any notice to you. These Terms contain the entire understanding of you and Datafirm, and supersede all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you except as posted on the Site by Datafirm. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

10. Copyright Infringement

10.1. If you believe that your copyrighted work has been copied without your authorization and is available on or in the Site in a way that may constitute copyright infringement, you may provide notice of your claim to Datafirm as provided below. For your notice to be effective, it must include the following information:

(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) a description of the copyrighted work that you claim has been infringed upon;

(c) a description of where the material that you claim is infringing is located in the Site;

(d) information reasonably sufficient to permit Datafirm to contact the complaining party, such as address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted;

(e) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.


10.2. Notices of claims of copyright infringement should be sent to:

info@datafirm.ca

End of Terms and Conditions of Use

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