Terms of Use - Upper Canada Organic Products

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	Terms of Use

A. ACCEPTANCE OF TERMS - Welcome to UCOrganicProducts.com! UCOrganicProducts.com is an online information and communications service (the "Service") for Upper Canada Organic Products, Inc. Unless explicitly stated otherwise, any new features that augments or enhances the current Service shall be subject to the Terms of Use.

By accessing or using UCOrganicProducts.com, you agree to be bound by the terms and conditions of this agreement. If you do not wish to be bound by this agreement, you may not access or use UCOrganicProducts.com.

Upper Canada Organic Products, Inc. may modify this agreement at any time, and such modification shall be effective immediately upon either posting of the modified agreement or notifying you. You agree to review this agreement periodically to ensure that you are aware of any modifications. You also agree that Upper Canada Organic Products, Inc. shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Your continued access or use of UCOrganicProducts.com shall be deemed your conclusive acceptance of the modified agreement.

B. DISCLAIMER - The information contained in UCOrganicProducts.com is compiled from a variety of sources ("Information Providers"). UCOrganicProducts.com’s services and information are provided “AS-IS” without warranty, express or implied.

Upper Canada Organic Products, Inc. and Information Providers make no warranty as to the reliability, accuracy, timeliness, usefulness, adequacy, completeness or suitability of the Service. Upper Canada Organic Products, Inc. and Information Providers cannot and do not warrant against human and machine errors, omissions, delays, interruptions or losses, including loss of data. Upper Canada Organic Products, Inc. and Information Providers do not warrant or guarantee that the functions or Services performed in UCOrganicProducts.com will be uninterrupted or error-free or that defects in UCOrganicProducts.com will be corrected. No advice or information, whether oral or written, obtained by you from UCOrganicProducts.com or through or from the Service shall create any warranty not expressly stated in the Terms of Use.

Any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. Users of UCOrganicProducts.com are responsible for (1) implementing and maintaining adequate procedures and checkpoints to satisfy their particular requirements for accuracy of data input and output, and (2) maintaining a means external to UCOrganicProducts.com for the reconstruction of any lost data.

C. CONDUCT - By using this Service, you agree not to use the Service to:

- Upload, post, e-mail or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

- Upload, post, e-mail or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

- Upload, post, e-mail or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;

- Upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation except in areas that are designated for such purpose;

- Upload, post, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

- Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or Intentionally or unintentionally violate any applicable local, national, or international laws.

D. LINKS - You are encouraged to use discretion while browsing the Internet on searches initiated at UCOrganicProducts.com. UCOrganicProducts.com’s links may lead unintentionally to sites containing information that some people may find inappropriate or offensive. It may also lead to sites that contain inaccurate information, false or misleading advertising, or information that violates copyright, libel or defamation laws.

Since Upper Canada Organic Products, Inc. has no control over such sites and resources, you acknowledge and agree that Upper Canada Organic Products, Inc. is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.

E. LIMITED LICENSE - By this Agreement, Upper Canada Organic Products, Inc. grants, subject to the Terms of Use, only a limited, non-transferable and non-exclusive license to use the software and documentation necessary to access, explore and otherwise use UCOrganicProducts.com in real time and to use the materials in UCOrganicProducts.com in a manner consistent with paragraph F (Copyright) below.

F. COPYRIGHT - The entire contents of UCOrganicProducts.com are copyrighted as a collective work under the laws of Canada and other copyright laws. Upper Canada Organic Products, Inc. holds the copyright in the collective work. The collective work includes works that are the property of the Information Providers that are also protected by copyright and other intellectual property laws.

You may display, subject to any expressly stated restrictions or limitations relating to specific material, and download portions of the material from the different areas of UCOrganicProducts.com solely for your own non-commercial use, unless otherwise permitted. Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. You agree not to change or delete any proprietary notices from materials downloaded from UCOrganicProducts.com.

G. LICENSES AND IDEA SUBMISSIONS - You agree to grant to Upper Canada Organic Products, Inc. a non-exclusive, worldwide, royalty-free, perpetual license, with the right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products or services) you submit to public areas of UCOrganicProducts.com by all means and in any media now known or hereafter developed. You hereby waive your moral rights in any such materials and information, and you hereby warrant that any such materials and information are original with you, or that you have the right to submit such materials and information. You agree that you shall have no recourse against Upper Canada Organic Products, Inc. for any alleged or actual infringement or misappropriation of any proprietary right in your communication to us.

H. INDEMNIFICATION - YOU AGREE TO INDEMNIFY, DEFEND AND HOLD UPPER CANADA ORGANIC PRODUCTS, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY’S FEES AND COURT COSTS, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF CONTENT YOU SUBMIT, POST TO OR TRANSMIT THROUGH THE SERVICE, YOUR USE OF THE SERVICE, YOUR CONNECTION TO THE SERVICE, YOUR VIOLATION OF THE TERMS OF USE, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER.

I. WAIVER, RELEASE AND LIMITATION OF LIABILITY - YOU AGREE THAT NEITHER UPPER CANADA ORGANIC PRODUCTS, INC., NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF UCORGANICPRODUCTS.COM.

YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST UPPER CANADA ORGANIC PRODUCTS, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF UCORGANICPRODUCTS.COM.

NOTWITHSTANDING THE FORGOING PARAGRAPH, THE TOTAL LIABILITY OF UPPER CANADA ORGANIC PRODUCTS, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE FEES PAID BY THE USER FOR THE PARTICULAR INFORMATION OR SERVICE PROVIDED. IN NO EVENT SHALL UPPER CANADA ORGANIC PRODUCTS, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES OTHER THAN THE AMOUNT REFERRED TO ABOVE. ALL OTHER DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE ARISING FROM ANY USE OF THE INFORMATION ARE HEREBY EXCLUDED EVEN IF UPPER CANADA ORGANIC PRODUCTS, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

J. THIRD PARTY RIGHTS - The provisions of paragraph H (Indemnification) and I (Waiver, Release and Limitation of Liability) are for the benefit of Upper Canada Organic Products, Inc. and its officers, directors, employees, agents, licensors, suppliers, and Information Providers. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

K. TERMINATION - Either you or Upper Canada Organic Products, Inc. may terminate your right to use UCOrganicProducts.com at any time, with or without cause, upon notice. The provisions of paragraphs F (Copyright), G (Licenses and Idea Submissions), H (Indemnification), I (Waiver, Release and Limitation of Liability), J (Third Party Rights), and N (General Information) shall survive any termination of the Terms of Use.

L. NOTICE - Notice to you may be made via either e-mail or regular mail. The Service may also provide notices of changes to the Terms of Use or other matters by displaying notices or links to notices to you generally on the Service.

M. TRADEMARK INFORMATION - UCOrganicProducts.com is a trademark of Upper Canada Organic Products, Inc. All other trademarks appearing on the Service are trademarks of their respective owners.

N. GENERAL INFORMATION - The Terms of Use constitute the entire agreement between you and Upper Canada Organic Products, Inc. and govern your use of the Service, superceding any prior agreements between you and Upper Canada Organic Products, Inc.

The Terms of Use shall be governed by and construed in accordance with the laws of the Province of Ontario. You agree that any legal action or proceeding between Upper Canada Organic Products, Inc. and you for any purpose concerning the Terms of Use or the parties’ obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in the city of Toronto, Ontario, Canada.

Upper Canada Organic Products, Inc.’s failure to insist upon or enforce strict performance of any provision of the Terms of Use shall not be construed as a waiver of any provision or right. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect. Any cause of action or claim you may have with respect to Upper Canada Organic Products, Inc. must be commenced within one (1) year after the claim or cause of action arises or be forever barred. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of the Terms of Use. Upper Canada Organic Products, Inc. may assign its rights and duties under the Terms of Use to any party at any time without notice to you.

The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.

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