This document is an example which does not include Client details. It is the responsibility of the Client to ensure that the information in this document aligns with the Client’s business practices. A copy of this information, once modified to meet the Client’s practices and procedures must be placed on the Client’s website.
We reserve the right to amend this TOU at any time. We will inform you of any material changes to this TOU by posting a notice on the Site. If you are on our emailing list or if you have an account on the Site, we may also notify you of such material changes via email. By continuing to use the Site after such notice, you agree to be bound by this TOU as modified.
1. Intellectual Property
1.1 Except for User Material (as defined below), all content and material made available on the Site, including, without limitation, names, marks, logos, designs, slogans, text, writings, publications, catalogs, menus, artwork, graphics, images, photos, animations, videos, audios, advertisements, promotions, links, software, social media plug-ins, user interfaces, search engines, tools, templates, forms, listings and directories (collectively "Site Content") shall remain the sole and exclusive property of Nimble and/or Client and/or their respective licensors and are protected by Canadian and international copyright, trademark and other laws.
1.2 The term "Nimble" and associated logos and designs, and all names, marks and logos of Nimble-affiliated media properties (collectively "Nimble Marks"), are trademarks and service marks of Nimble and its corporate affiliates. All names, marks and logos used by Client (collectively "Client Marks") are trademarks and/or service marks of Client, or are otherwise licensed for use by Client. All other names, marks and logos are trademarks and/or service marks of their respective owners.
1.3As used herein, "User Material" means any content or material uploaded, posted, submitted or transmitted by a User on or via the Site. Users retain ownership of their User Material, but are subject to the grant of license to us set forth in Section 2.4 below.
2. Conditions of Use
Without limitation to the rest of this TOU, your use of the Site and Site Content is expressly subject to all of the following:
2.1 Eligibility: By using the Site, you represent and warrant that: (i) you are at least 13 years of age when using the Site; (ii) all information you submit to us on the Site is your own information and is truthful and accurate; and (iii) your use of the Site does not violate any applicable law or regulation.
NOTE: You must be at least 18 years old to create an account, to sign up for a promotion or event offered on the Site, or to place an order or make a purchase on the Site.
We reserve the right to verify your age before any registration or transaction by you is allowed on the Site.
2.2 Our Limited License to You: Subject to all other terms and conditions set forth herein, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, and non-exclusive license to access and use the Site and Site Content for YOUR OWN PERSONAL, NON-COMMERCIAL USE ONLY. Any breach of this TOU by you will result in immediate revocation of the foregoing license with or without notice.
2.3 Prohibited Conduct:
2.3.1 Except as expressly authorized by us, you may NOT copy, reproduce, download content from, republish, redistribute, create derivative works from, modify, reverse-engineer, disassemble, decompile, or otherwise use or exploit the Site or any Site Content. In any event, you may NOT make any illegal, abusive, harmful or improper use of the Site or any Site Content, or do anything that interferes with other users' access and use of the Site or any Site Content. Without limitation to the generality of the foregoing, you are STRICTLY PROHIBITED from: (i) hacking, mail-bombing, flooding, overloading, attacking or otherwise sabotaging or interfering with the Site or our system, network or server; (ii) making unauthorized access (including access that exceeds the scope of authorization) to the Site, our system, network or server, or any user account; (iii) crawling, scraping, or otherwise collecting or taking any data or Site Content from the Site, including through the use of bots, web crawlers, or similar automated programs or processes; (iv) engaging in spam or transmission or distribution of unsolicited commercial messages in violation of applicable laws or regulations; and (v) framing or deep-linking or in-linking to the Site or any Site Content.
2.3.2Except for the limited purpose of making truthful and non-misleading references and attributions to us, the Site, and/or our products and services, you may NOT make use of any of Nimble Marks or Client Marks, or any variations thereof, for any purpose or in any manner, without our express prior written authorization. In any event, you may NOT use any of Nimble Marks or Client Marks in connection with any product or service in any way that is likely to cause confusion or deception, or in any manner that disparages or discredits Nimble, Client or the Site. In addition, you may NOT use any of Nimble Marks or Client Marks in meta tags or as ad keywords without the express prior written consent of Nimble or Client (as the case may be).
2.3.3 You may NOT furnish any User Material that: (i) violates or infringes any copyright, trademark, trade dress, right of publicity, right of privacy, or any other property, personal or proprietary right of any person or entity; (ii) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under Canadian or international law; or (iii) includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties.
2.4 User Material Furnished by You: By furnishing User Material on or via the Site: (i) you expressly grant to each of Nimble and Client and their respective corporate affiliates a non-exclusive, gratis and royalty-free, transferable, sublicensable, worldwide license in perpetuity to use, copy, sublicense, modify, transmit, publicly perform, publicly display, create derivative works from, host, index, cache, tag, encode, and/or adapt such User Material and any information contained therein, in any and all media formats or channels, whether now known or hereafter devised, including, but not limited to, the Site, other Nimble services and media properties, television, radio, and Internet and mobile and wireless platforms; (ii) you represent and warrant that you own and control all rights in and to such User Material and have the legal right and authority to grant the aforementioned license to us; and (iii) you agree to defend, indemnify and hold harmless Nimble and Client and their respective officers, directors, employees, agents, representatives, corporate affiliates, licensors, licensees, suppliers and contractors harmless pursuant to Section 6 below, in the event any User Material furnished by you infringes upon, violates or misappropriates any right of any person or entity.
2.5 Account Security: If you have an account on the Site, you are solely responsible for safeguarding your account access information (including username and password). If you share such information with others, you will be responsible for all activities on your account by those with whom you share account access information, including all communications, submissions, purchases, and other transactions made through your account. You shall immediately notify us of any unauthorized use of your account access information or any unauthorized or suspicious activity on your account.
2.6 Our Reservation of Rights: Your use of the Site and Site Content is a privilege, and NOT a right. Accordingly, we expressly reserve the following rights:
(i) the right to suspend, revoke and terminate your privilege to use the Site and Site Content at any time and with or without notice, should you violate this TOU or any applicable law or regulation (please note that a violation of this TOU by anyone using the Site or any Site Content under your account will be deemed a violation by you, whether or not the violation is with or without your knowledge or consent);
(ii) the right to terminate the account of any User who is determined by us to be a repeat copyright infringer and to deny re-registration by such User;
(iii) the right to suspend, delete, remove, block, disable and deny access to any User Material at any time, for any reason, and with or without notice, including, without limitation, User Material which, in the sole judgment of Nimble, violates this TOU or any applicable law or regulation, or may expose or subject Nimble to actual or potential claims or liabilities of any kind, or may adversely affect the reputation or goodwill of Nimble, or may pose threats, danger or harm of any kind to the Site, any Site Content, or other Users; and
(iv) the right to investigate any violation or suspected violation of this TOU and to cooperate with law enforcement authorities and/or third parties in such investigation.
3. Notification of Copyright Claims
If you believe your copyright has been infringed by any User Material or Site Content, please notify us in writing:
Attn: Copyright Claim
10139 81 Avenue NW
Edmonton, AB T6E 1W9
To enable us to investigate your alleged infringement or violation, please include the following in your notice:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
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.
We will investigate claims of copyright infringement upon receipt of proper notice and will take appropriate actions as required or permitted by law. Please be aware that, under applicable law, anyone who knowingly materially misrepresents that any material or activity is infringing, or that any material or activity was removed or disabled by mistake or misidentification, may be liable for damages to those who are injured by such misrepresentation.
4. No Warranties:
BY USING THE SITE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SITE AND ALL SITE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND ALL SITE CONTENT, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OF TITLE AND NON-INFRINGEMENT. WITHOUT LIMITATION TO THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT OR GUARANTEE THAT THE SITE OR ANY SITE CONTENT IS ERROR-FREE, SECURE, UNINTERRUPTED, OR WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.
5. Limitation of Liability:
BY USING THE SITE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL WE BE LIABLE UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST REVENUE, LOST PROFITS, LOSS OF USE, LOSS OF SALE, LOSS OF DATA OR INFORMATION OF ANY KIND, OR LOSS OF BUSINESS GOODWILL OR OPPORTUNITY) ARISING FROM OR IN CONNECTION WITH THE SITE OR ANY SITE CONTENT, OR YOUR USE OF (OR YOUR INABILITY TO USE) THE SITE OR ANY SITE CONTENT, REGARDLESS OF WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
6. Indemnification by You:
BY USING THE SITE, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS NIMBLE AND CLIENT AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CORPORATE AFFILIATES, LICENSORS, LICENSEES, SUPPLIERS AND CONTRACTORS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, ACTIONS, PROCEEDINGS, JUDGMENTS, ORDERS, DAMAGES, AWARDS, SETTLEMENTS, LIABILITIES, PENALTIES, FINES, LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY FEES AND COURT COSTS) (COLLECTIVELY "CLAIMS") ARISING FROM OR IN CONNECTION WITH: (I) YOUR USE OR MISUSE OF THE SITE OR ANY SITE CONTENT; (II) ANY USER MATERIAL FURNISHED BY YOU; OR (III) YOUR BREACH OR VIOLATION OF THIS TOU OR ANY APPLICABLE LAW.
7. Governing Law; Jurisdiction: