1. Acceptance of Agreement.
2. Limited License; Permitted Uses.
You are granted a non-exclusive, non-transferable and revocable license to:
(a) access and use the Site strictly in accordance with this Agreement;
(b) use the Site solely for your personal and non-commercial purposes (except for commercial dealings that benefit OLIVADO Canada); and
(c) print out discrete information from the Site solely for the purposes referred to in paragraphs (a) and (b) of this Section 2 and provided that you maintain all copyright and other notices contained therein. No print out or electronic version of any part of the Site or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances.
3. Restrictions and Prohibitions on Use.
Your license for access and use of the Site and any information, materials or documents provided in or by the Site, including third party testimonials and blogs (collectively defined as "Content") is subject to the following restrictions and prohibitions on use. You agree not to:
(a) use the Site to post, transmit, link to, or otherwise distribute any materials, information or content constituting, advocating or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use the Site in a manner that is contrary to law or would serve to restrict or inhibit any other person from using or enjoying the Site or the Internet; or
(b) use the Site to send or transmit any junk e-mail, chain letters, duplicative or unsolicited messages, or engage in any so-called 'spamming' and 'phishing' or any other illegal activity; or
(c) use the Site to build traffic to your content by using any form of cloaking, hidden frames, pop ups, traffic exchange networks, purchased lists, black hat SEO, redirect links, hidden links, cloaking links, purchased visitor schemes or any other form of automated traffic, or by tricking people into clicking links; or
(d) use the Site to entice any person to click on any advertisement; or
(e) use the Site to defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of any other person including, without limitation, rights relating to privacy and publicity; or
(f) use the Site to post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information; or
(g) use the Site to post, transmit, link to, or otherwise distribute any information, materials or content (including, for greater certainty, software) which contains a virus, cancelbot, Trojan horse, worm or other harmful or disruptive component; or
(h) use the Site to post, transmit, link to, or otherwise distribute any information, materials or content that may be harmful to minors; or
(i) gain unauthorized access to the Site, other users' accounts, names, personally identifiable information or other computers, websites or pages, connected or linked to the Site; or
(j) modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Site; or
(k) collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by or concerning any other person, in connection with their or your use of the Site, unless you have obtained the express, prior permission of such other person to do so; or
(l) copy, print (except for the express limited purpose permitted by Section 2(c)), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Site or any Content retrieved therefrom; or
(m) use the Site or any Content obtained from the Site to develop, of or as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; or
(n) create compilations or derivative works of any Content from the Site; or
(o) use any Content from the Site in any manner that may infringe any copyright, trademark or other intellectual property or proprietary right, proprietary right of us or any third party; or
(q) make any portion of the Site available through any timesharing system, service bureau, the Internet or any other technology, now existing or developed in the future; or
(r) remove, decompile, disassemble or reverse engineer any Site software or use any network monitoring or discovery software to determine the Site architecture; or
(s) use any automatic or manual process to harvest information from the Site; or
(t) use the Site for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions; or
(u) use the Site in any manner that violates any applicable federal, provincial, state or other law; or
(v) export or re-export the Site, or any portion thereof, or any software available on or through the Site, in violation of the export control laws or regulations of Canada or the United States; or
(w) otherwise use the Site in any manner that would constitute a breach of this Agreement.
4. Errors, Corrections and Changes.
We do not represent or warrant that:
(a) the Site will be error-free, free of viruses or other harmful components, or that defects will be corrected; or
(b) the information available on or through the Site will be correct, accurate, complete, timely or otherwise reliable.
We reserve the right in our sole discretion, at any time or from time to time and without liability or notice to you, to make changes to the features or functionality of the Site, to edit, delete or add any Content appearing on the Site, or to modify or discontinue, temporarily or permanently, all or any portion of the Site.
The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other intellectual property rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as expressly allowed by Section 2, is strictly prohibited. You do not acquire ownership rights to any Content viewed through the Site. The posting of Content on the Site does not constitute a waiver of any right in such Content. Some of the Content on the Site is the copyrighted work of third parties. We own the copyright in all of the Content that is original to us, and in our selection, coordination, arrangement and enhancement of the Content, with the entire content of the Site being protected by copyright as a collective work and/or compilation under applicable copyright laws.
"OLIVADO", and any version thereof that appears on the Site, is the trade-mark of Avocado Living Inc. in Canada, and is the trademark of Olivado Limited in other jurisdictions. Other product, service and company names mentioned on the Site may be trademarks of their respective owners.
7. Unlawful Activity.
We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.
Your right to use the Site is not transferable or assignable. Should this Site ever provide to you any user name, password or activation key, that user name, password or activation key is not transferable or assignable. You will not reveal any such user name, password or activation key to any third party, and you will take all reasonable steps to protect same against disclosure to a third party.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US, TOGETHER WITH OLIVADO LIMITED AND OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OTHER REPRESENTATIVES, AGENTS, SUBCONTRACTORS, AFFILIATES, SUCCESSORS AND ASSIGNS, HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, DAMAGES, EXPENSES AND CLAIMS OF ANY NATURE OR KIND WHATSOEVER, INCLUDING REASONABLE ATTORNEY'S FEES, DIRECTLY OR INDIRECTLY RELATED TO YOUR VIOLATION OF ANY PROVISION OF THIS AGREEMENT AND/OR YOUR USE OF THE SITE.
10. Disclaimer of Representations, Warranties and Conditions.
THE SITE AND ALL CONTENT PROVIDED FROM OR THROUGH THE SITE ARE PROVIDED "AS-IS" AND "AS AVAILABLE", AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ARE EXPRESSLY DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT). YOUR USE OF THE SITE, AND OF ANY PRODUCTS, SERVICES OR OTHER INFORMATION ACCESSED OR PURCHASED ON OR THROUGH THE SITE, IS AT YOUR OWN RISK.
11. Disclaimer of Liability.
(a) WE SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY NATURE OR KIND WHATSOEVER DIRECTLY OR INDIRECTLY RESULTING IN ANY WAY FROM (1) ANY ERRORS IN OR OMISSIONS FROM THE SITE OR ANY PRODUCTS, SERVICES OR INFORMATION OBTAINABLE THEREFROM; (2) THE UNAVAILABILITY OR INTERRUPTION OF THE SITE OR ANY FEATURES THEREOF; (3) ANY DELAY OR FAILURE IN PERFORMANCE OF THE SITE; (4) YOUR USE OF THE SITE; (5) YOUR USE OF ANY OF THE CONTENT CONTAINED ON OR OTHERWISE ACCESSIBLE THROUGH THE SITE; OR (6) YOUR USE OF ANY OF THE PRODUCTS, SERVICES OR OTHER INFORMATION ACCESSED OR PURCHASED THROUGH THE SITE.
(b) REGARDLESS OF CIRCUMSTANCES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR PRODUCTS LIABILITY, WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY NATURE OR KIND WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOSSES OR DAMAGES ARISING OUT OF OR RESULTING IN ANY MANNER WHATSOEVER FROM ANY USE OF OR ANY INABILITY TO USE THE SITE, ANY CONTENT, OR ANY PRODUCTS, SERVICES OR INFORMATION ACCESSED OR PURCHASED THROUGH THE SITE, LOST PROFITS OR LOST GOODWILL, FAILURE TO REALIZE SAVINGS, OR FOR ANY CLAIM OR DEMAND AGAINST YOU BY ANY THIRD PARTY, EVEN IF WE MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE REASONABLY FORESEEABLE.
(c) IF YOU ARE DISSATISFIED WITH THE SITE, WITH THIS AGREEMENT, WITH ANY OF THE CONTENT, WITH OUR PERFORMANCE, OR WITH ANYTHING ELSE THAT RELATES TO THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
(d) THE DISCLAIMERS OF LIABILITY SET FORTH IN SECTIONS 11(a) AND 11(b) AND THE EXCLUSIVE REMEDY SET FORTH IN SECTION 11(c) ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN US AND YOU. THIS SITE AND THE CONTENT, AS WELL AS THE PRODUCTS, SERVICES AND INFORMATION PROVIDED IN OR BY THE SITE, WOULD NOT BE PROVIDED IN THE ABSENCE OF SUCH DISCLAIMERS AND SUCH EXCLUSIVE REMEDY.
(e) For purposes of this Section 11, any reference to "we" includes Avocado Living Inc., Olivado Limited, and our respective directors, officers, employees, other representatives, agents, subcontractors, affiliates, successors and assigns.
12. Use of Information.
14. Links to other Websites.
The Site contains links to other websites. We are not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked website on our Site does not imply approval or endorsement of the linked website by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.
15. Third Party Services, Products and Charges.
Your wireless mobile service provider, Internet service provider, VOIP provider, telephony provider or other third parties may charge you for use of their services and/or products as they relate to any use that you may make of the Site. We have no affiliation with, or responsibility for, any such third party. You alone are responsible for entering into separate agreements with them in order to use their services and/or products, and for paying for all charges, fees and/or expenses charged by them for such use. We have no responsibility to provide or maintain any hardware that you may require to connect to the Site.
16. Legal Compliance.
You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and the Content provided in or by the Site.
17. General Provisions.
This Agreement shall be treated as though it were executed and performed in Winnipeg, Manitoba, Canada, and shall be governed by and construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein (without regard to conflict of laws provisions or your domicile, residence or physical location). You hereby consent and submit to the exclusive jurisdiction of the courts of the province of Manitoba in any action or proceeding related to the Site and agree not to commence any such action or proceeding except in Winnipeg, Manitoba, Canada. Any cause of action by you with respect to the Site (and/or any Content or any products, services or information provided in or by the Site) must be so commenced within one (1) year after the cause of action arose or be forever waived and barred. Notwithstanding the foregoing, we can enforce this Agreement in any court of competent jurisdiction. All actions shall be subject to the disclaimers and other provisions set forth in this Agreement including, without limitation, the disclaimers in Sections 4, 10 and 11. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. This Agreement enures to our benefit and to the benefit of our successors and assigns, and is binding on you, together with your heirs, executors, administrators and successors. You and we have required and agreed that this Agreement be drawn up only in English and not in any other language. Vous et nous avons demandé et convenu que cette entente soit rédigée seulement que dans la langue anglaise et dans aucune autre langue. All of our rights under this Agreement shall survive any termination of this Agreement for any reason whatsoever.