1. ACCEPTANCE OF TERMS
Spyder Works Inc. (“Spyder Works“, “we”, “us”), provides Services (as defined below) to you through this website (“Website“) and access to and use of this Website and the Services are provided to you subject to your acceptance of and compliance with the following terms and conditions (“Terms“).
By indicating your acceptance below, you acknowledge that you have read, accepted, and agreed to these Terms. If you do not agree to these Terms, you will not be able to use this Website.
In addition, when using the Services, you will be subject to any posted guidelines or rules applicable to such Services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms. We reserve the right to change these Terms at any time without prior notice and your continued access or use of this Website or the Services after such changes indicates your acceptance of the Terms as modified. It is your responsibility to review these Terms regularly. These Terms were last updated on April 21, 2017.
If you do not agree with one or more of these Terms, do not access or use this Website or the Services.
2. DESCRIPTION OF SERVICES
Spyder Works operates a blog containing content relating to branding, marketing and innovation (the “Services“). The provision of the Services is subject to these Terms, the Services subscription or other terms you accepted when purchasing the Services. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website.
4. USE OF THE WEBSITE
We authorize you to view, download and print a single copy of materials and content provided on this Website for your personal, non-commercial use only and only in connection with your use of the Services. You may not remove any trademark, copyright or other proprietary notices from such copy nor modify the material or content in any way. Except as otherwise set out in these Terms, any copying or reproduction of this Website’s materials or content, in whole or in part, for commercial purposes or distribution, re-transmission, republication, modification, reverse engineering, sale or other exploitation of this Website or this Website materials or content without the prior written permission of Spyder Works is strictly prohibited. We reserve the right to take such steps as it deems necessary, including legal action, to restrain such unauthorized and prohibited activity and we reserve the right to suspend or terminate your access to any part of this Website or the Services immediately, without prior notice, at our sole discretion. You are solely and fully responsible for all consequences, however remote, resulting from your use of this Website or the Services.
5. TRADEMARKS AND COPYRIGHT
Spyder Works Inc., Spyder Works, Cause a Disturbance, The 90% Rule, this Website domain and other trade names or trademarks of Spyder Works used on this Website, and related words and logos are trademarks or trade-names of Spyder Works in Canada and other jurisdictions. We are also the owner in Canada as well as other foreign jurisdictions of additional trademarks, registered and unregistered. Nothing in these Terms or on this Website will be construed as granting or conferring, either expressly, by implication, by estoppel or otherwise, a licence or other right to you to use any such marks or names or any other intellectual property right of Spyder works. The names of other companies, products and services referred to on this Website may be trademarks or trade-names of their respective owners. Any unauthorized use of the trademarks or trade-names of Spyder works or of third parties is strictly prohibited.
The materials provided on this Website including, without limitation, all portions of this Website, content, site design, text, graphics and the selection and arrangement thereof, are protected by copyright. All rights reserved. Title to the Spyder Works materials remains with Spyder Works and any unauthorized use of such materials is strictly prohibited. We reserve the right to take such steps as we deem necessary, including legal action, to enforce our rights under trademark and copyright law. Except as explicitly required under applicable copyright laws and treaties or permitted by the features of the Website, you may not modify, reverse engineer, publish, transmit, display, participate in the transfer or sale, create derivative works of, or in any way commercially exploit or provide to a third party access to the content of the Website, without the express permission of Spyder Works and the owner of such content.
We do not grant you any licenses, express or implied, to the intellectual property of Spyder Works or our licensors except as expressly authorized by these Terms and Conditions of Use.
We reserve the right but are not obligated to remove any content if we have reasonable grounds to suspect that such content violates these terms and conditions and/or infringes the intellectual property of any other party.
6. USER GENERATED CONTENT
Portions of this Website allow users to post and exchange information, ideas and opinions (“User Content“), but we do not screen, edit or review any User Content before they are posted or transmitted. Please note that posted or transmitted User Content do not necessarily reflect the views of Spyder Works, and we disclaim all responsibility for any such User Content and for any losses or expenses resulting from their use or appearance on this Website.
Users who choose to post information on the Website represent and warrant as follows:
(a) posting, sharing, downloading or other use of the User Content does not and will not infringe intellectual property of any third party, including but not limited to their trademarks or names, copyright, patent, or trade secrets (“Intellectual Property”), of any third party;
(b) you have all right, title and interest in and to the Intellectual Property contained in the User Content, and for greater clarity, if your employer has rights to the Intellectual Property, you have (i) received express permission to post the User Content, or (ii) secured a waiver from your employer as to all rights in or to the User Content;
(c) you have fully complied with any third-party licenses relating to the User Content, and have done all things necessary to successfully pass through to end users any required terms;
(d) the User Content does not contain sexual invitation, mature and/or erotic content, hate speech, offensive language and/or obscene content, deliberately misleading information, threatening and/or fraudulent content, or any viruses, worms, malware, Trojan horses or other harmful or destructive content; and
(e) the User Content is not spam, is not machine or randomly generated, and does not contain content designed to drive traffic to third party sites, or perform other unlawful acts, such as phishing or spoofing.
We value your visit to this Website and welcome any questions, comments or feedback you might have about this Website, these Terms or any of the products or services offered by Spyder Works (“Feedback“). Please refer to the Contact section of this Website for phone and fax numbers and email addresses.
While each user of the Website owns the copyright in and to all user-generated content original to it, including without limitation on any products delivered or otherwise made available to you through the Website, if you provide User Content or Feedback, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use and commercialize the feedback in any way and for any purpose without providing any compensation to you or any other person. You also grant us the right to use the name you submit with the User Content or Feedback, if any, in connection with our rights hereunder.
Hyperlinks on this Website are provided for your convenience only. We have no control over the content of any linked site. This content is the sole responsibility of the owner or operator of the linked site. We do not assume responsibility for the accuracy or appropriateness of the content contained on those websites. You enter those sites at your own risk. If you access any third party website, service, or content from Spyder Works, you agree that we will have no liability arising from your use of or access to any such third party website, service, or content.
8. ACCEPTABLE USE AND RESTRICTIONS
In addition to complying with these Terms, you agree to use this Website, the Services and materials on this Website for lawful purposes only and in a manner consistent with local, national or international laws and regulations. Some jurisdictions may have restrictions on the use of the Internet by their residents.
Potential users of this Website or the Services, in any jurisdiction of the world whose laws would: (i) void these Terms in whole or in any essential part (the essential parts being at least, but not only, the provisions relating to governing law, and limitation of liability); or (ii) render accessing this Website illegal; are unauthorized to use this Website.
You agree not to use the Services or this Website in any manner that: (i) infringes, violates or misappropriates the intellectual property rights of any third party; or (ii) may be considered defamatory, discriminatory or otherwise malicious or harmful to any person or entity.
You will defend, indemnify and hold harmless Spyder Works from and against any and all losses, damages, costs, expenses (including legal fees), claims, complaints, demands, actions, suits, proceedings, obligations and liabilities (including settlement payments) arising from, connected with or relating to your use of this Website, its content or materials, or the Services, User Content or Feedback, or your negligence, misconduct, or breach of these Terms. Notwithstanding the foregoing, Spyder Works retains the right to participate in the defense of and settlement negotiations relating to any third party claim, complaint, demand, action, suit or proceeding with counsel of its own selection at its cost and expense.
You understand and agree that:
(a) Use of this Website and the Services is at your sole risk. This Website and the Services are provided on an “as is“, “as available” basis. Neither Spyder Works, its parent, subsidiaries, affiliates, nor any of their respective employees, agents, officers, directors or third party service providers (collectively, “Spyder Works Parties“) make any warranty or condition of any kind, whether express or implied, regarding this Website or the Services and Spyder Works Parties specifically disclaim the implied warranties and conditions of merchantable quality, fitness for a particular purpose and non-infringement of third party rights, to the maximum extent permitted by law.
(b) Spyder Works Parties make no warranties or conditions regarding the quality, reliability, timeliness or security of the Services or that the Services will be uninterrupted or error-free. Spyder works Parties assume no responsibility or liability for the deletion or failure to store or access, or to store or access properly, email messages and electronic files. You assume the entire risk in downloading or otherwise accessing any data, files or other materials obtained from third parties as part of the Services, even if you have paid for virus protection services. You are solely responsible for obtaining and maintaining reliable Internet connectivity. We are not responsible for your inability to download or otherwise access content.
(c) The access to and downloading of material from this Website is done at your own risk. We make reasonable efforts to ensure that this Website is virus-free, but we do not at any time guarantee or warrant that such materials are free of viruses, worms, Trojan horses or other destructive code. You are responsible for implementing safeguards to protect your computer system and data and you are responsible for the entire cost of any service, repairs or corrections necessary as a result of the use of this Website or the Services.
(d) Information on the Website should not necessarily be relied upon and should not be construed to be professional advice from us. We do not guarantee the accuracy or completeness of any of the information provided, and are not responsible for any loss resulting from your reliance on such information.
(e) If your jurisdiction does not allow limitations on warranties, this limitation may not apply to you. Your sole and exclusive remedy relating to your use of the site shall be to discontinue using the Website.
(f) Spyder Works provides a platform for the exchange of ideas between its users and accordingly, we have no control over the User Content posted through the Website. Any opinions, advice, statements, services, offers or other information or content expressed or made available by users, are those of the respective users and not of Spyder Works. We do not guarantee the accuracy, completeness or usefulness of all or any portion of any services or offers made by users, nor will we be liable for any loss or damage caused by your reliance on information provided by users or otherwise suffered as a result of the User Content.
(g) We are not responsible for any obscene or offensive content that you receive or view from others while using our website. However, if you do receive or view such content, please contact us by e-mail to email@example.com so that we can investigate the matter. Although we are not obligated to do so, we reserve the right to monitor, investigate, and remove obscene or offensive material posted to our website.
11. LIMITATIONS OF LIABILITY
IN NO EVENT WILL SPYDER WORKS PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, COMPENSATORY OR PUNITIVE DAMAGES OR LOSSES OR DAMAGES FOR LOSS OF INCOME, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES OR OTHER PECUNIARY LOSS, ARISING OUT OF OR RELATED TO THESE TERMS, THE USE OF THIS WEBSITE OR THE SERVICES. SPYDER WORKS PARTIES WILL NOT BE LIABLE FOR ANY ACTUAL OR ALLEGED INFRINGEMENT BY ANY THIRD PARTY MATERIALS AVAILABLE THROUGH THE SERVICES. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF SPYDER WORKS PARTIES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNT PAID BY YOU IN THE ONE MONTH IMMEDIATELY PRIOR TO ANY CLAIM. TO THE EXTENT THAT SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS ON SOME CATEGORIES OF DAMAGES, THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE CAUSES, CIRCUMSTANCES OR FORM OF ACTION GIVING RISE TO THE LOSS, DAMAGE, CLAIM OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS BASED UPON BREACH OF CONTRACT (INCLUDING, WITHOUT LIMITATION, A CLAIM OF FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF THE LOSS, DAMAGE, DELAY, CLAIM OR LIABILITY.
You are subject to the limitations of liability contained in this policy and all ancillary policies adopted by us. In the event that, notwithstanding such limitations of liability, we are determined to be liable to you in connection with any transaction between us and you pursuant to this policy and/or the ancillary policies, our liability to you shall be limited to the greater of (a) the amount, if any, that you paid in such transaction or (b) $100. We are not, in any event, liable for any consequential, exemplary or indirect damages.
You acknowledge and agree that these Terms present a fair allocation of risk and liability, and that this Section 11 is an essential part of the bargain between the Parties, a controlling factor in setting any fees or other charges, and an inducement to the Parties to enter into these Terms.
The relationship between Spyder Works and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of these Terms or this Website.
The Website is controlled, operated and administered by Spyder Works from its offices and servers located within Canada. If you access the Website from a location outside of Canada, you are responsible for compliance with all applicable local laws and regulations.
These Terms and the subject matter of these Terms and all related matters will be governed by, and construed in accordance with, the laws of the Province of Ontario, Canada and the laws of Canada applicable in Ontario, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods or the United States Uniform Commercial Code, and excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws. Subject to the following paragraph, you submit to the exclusive jurisdiction of the courts of the Province of Ontario.
These Terms have been drawn up in the English language at the express request of the parties. Les presents modalitiés ont été rédigées en Anglais á la demande expresse des parties.
13. CONTACT US
We value your visit to this Website and welcome any questions or comments you might have about this Website, these Terms, or any of the products or services offered by Spyder Works. Please refer to the Contact section of this Website for phone, email addresses and other ways to contact us.