Please read these Terms carefully. Your use and access to this Website mean that you agree to be bound by and accept these Terms. If you do not agree to these Terms, you must stop accessing or using this Website. Please note that Noise may revise these Terms from time to time by updating this webpage. Your continued use of the Website after Noise has posted such changes means that you have accepted the revised terms and conditions as posted. Please visit this webpage periodically to review these Terms and make note of any changes made by Noise.
These Terms apply to your use of the Website and any online offerings provided by Noise from time to time, including any web-hosted services or other which may be made accessible by Noise through this Website, such as, but not limited to, downloadable content, polls, surveys, blogs and support services (collectively, the “Services“).
By using this Website and therefore agreeing to these Terms, you represent and warrant that you are at least 18 years of age. Please note that if you are not 18 years of age, you must have your parent’s or guardian’s permission to use this Website, or to use any Services offered on or through this Website. In order to provide Noise with confirmation of the foregoing, your parent or guardian must agree to these terms in writing on your behalf.
Intellectual Property and Limited License to Use Website and Noise Materials
All materials, information and content displayed or made accessible through this Website, including, but not limited to any pictures, videos, logos, trade-marks or written text or other materials (collectively, the “Noise Materials“), are the property of Noise and its licensors and you acquire no rights of ownership to the Noise Materials. Other than as expressly permitted by the limited license set forth below, you are not authorized to make any use of the Noise Materials. The Noise Materials are protected by copyright, trade-mark and other applicable laws.
Subject to the terms and conditions set out in these Terms, you are granted a limited, non-exclusive, non-transferable license for you to have access, view, download (for caching purposes only), store and print single copies of the Noise Materials from this Website for your own personal use, subject to the restrictions set out elsewhere in these Terms. The foregoing limited license is further subject to you making sure that all copyright and other proprietary notices contained or appearing on the Noise Materials are not removed, modified or obscured. You agree not to copy, publish, distribute, display or otherwise use the Noise Materials other than in accordance with the foregoing limited license without the express written permission of Noise. All rights not expressly granted in these Terms are reserved.
Restrictions on Use
The foregoing limited license does not include any right to make commercial use of the Noise Materials and, without limiting the generality of the foregoing, specifically prohibits you from doing any of the following: republishing the Noise Materials (including republication on another website); selling, renting or sub-licensing material from this Website; reproducing, duplicating, copying or otherwise exploiting material on this Website for a commercial purpose; editing or otherwise modifying any material on the Website or redistributing material from this Website in any form.
Noise may, in its sole discretion, modify these Terms at any time effective upon posting the modified Terms on this Website, with or without additional notice to you. You are responsible for regularly reviewing information posted on this Website to obtain timely notice of such changes, and to stop using the Website if you do not agree to the amended terms.
YOUR CONTINUED USE OF THE WEBSITE OR ANY NOISE MATERIALS OR SERVICES PROVIDED, OR ACCESSIBLE THROUGH THE WEBSITE, AFTER SUCH CHANGES HAVE BEEN POSTED (OR ADDITIONAL NOTIFICATION, IF ANY, HAS BEEN MADE BY NOISE) MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS.
Noise may, in its sole discretion, terminate or cancel your right to use and access this Website at any time without notice. Any terms and conditions set forth in these Terms which are by their nature intended to survive termination shall continue in full force and effect following any such termination by Noise.
Noise may at any time, and from time to time, modify or discontinue, temporarily or permanently, this Website (or any part of it) or any Services offered by Noise via this Website. Noise shall not be liable to you or any other user or third party for any such modification, suspension or discontinuance.
Noise Solutions may from time to time add services, features or web properties to this Website, and unless otherwise indicated, all such services, features and Websites are subject to and governed by these Terms.
Prohibited and Illegal Activities
Use of the Website for any activity that violates local, provincial, national, international or other applicable law, order or regulation, is a violation of these Terms. In addition, certain other uses of this Website are prohibited and a violation of these Terms. You must not use this Website in any way that causes, or may cause, damage to the Website or impairment of the availability or accessibility of the Website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use this Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this Website.
Third Party Links and Materials
This Website may contain links to third party websites and/or web pages and materials and content displayed on such websites and/or web pages (collectively, the “Third Party Content“), that may also display a direct link to these Terms. These links are provided solely as a convenience to you and do not constitute an endorsement by Noise of any Third Party Content. Noise is in no way responsible for any Third Party Content and makes no representations or warranties whatsoever about such Third Party Content, including without limitation, representations and warranties about accuracy, reliability, completeness, fitness for a particular purpose, merchantability, merchantable use, or that such Third Party Content will operate on an error-free, uninterrupted basis or be free from viruses.
Disclaimer of Warranties
THE NOISE MATERIALS, SERVICES AND THIS WEBSITE ARE PROVIDED “AS IS”, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED.
NOISE AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT IN RESPECT OF THIS WEBSITE, THE SERVICES OR THE NOISE MATERIALS TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. NOISE AND ITS LICENSORS DO NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR QUALITY OF ANY CONTENT ON THE WEBSITE, REGARDLESS OF WHO ORIGINATES THAT CONTENT.
NOISE CANNOT ENSURE THE FILES YOU DOWNLOAD FROM THE WEBSITE ARE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES, NOR CAN IT ENSURE THAT THE WEBSITE OR SERVICES WILL BE ERROR-FREE OR OPERATE UNINTERRUPTED. NOISE DOES NOT WARRANT THAT THE WEBSITE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER LIMITATIONS, OR THAT ANY DEFECTS OR ERRORS IN THE NOISE MATERIALS OR WEBSITE WILL BE CORRECTED. NOISE SOLUTIONS DOES NOT WARRANT THAT ANY USE OF THE WEBSITE, NOISE MATERIALS OR ANY CONTENT, SERVICE, SEARCH OR LINK WILL PRODUCE CERTAIN RESULTS OR THAT ANY COMMUNICATIONS TO OR FROM THE WEBSITE WILL BE SECURE AND/OR NOT INTERCEPTED BY THIRD PARTIES. NOISE ASSUMES NO LIABILITY FOR YOUR USE OF THE INTERNET.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOU BEAR ALL RISKS AND LIABILITIES ASSOCIATED WITH USING OR RELYING ON THE CONTENT, NOISE MATERIALS, SERVICES AND/OR THIS WEBSITE. NOISE S IS NOT LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY CONTENT POSTED ON OR LINKED FROM THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN CONTENT, DATA OR SERVICES, OR FOR ANY LOSSES OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR RELIANCE ON ANY CONTENT, NOISE MATERIALS DATA, SERVICES OR THIS WEBSITE. NOISE SOLUTIONS FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES OR WEBSITE USERS IN CONNECTION WITH THE WEBSITE, NOISE MATERIALS AND SERVICES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOISE, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, CONTRACTORS OR OTHERS FOR WHOM IT IS RESPONSIBLE IN LAW (COLLECTIVELY, THE “REPRESENTATIVES“) BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE WEBSITE, NOISE MATERIALS OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, LOSS OF PROFITS OR INVESTMENT, ACCOUNTING POSITIONS TAKEN BY YOU, OR THE LIKE, WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF NOISE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NOISE AND YOU. NOISE WOULD NOT BE ABLE TO HAVE PROVIDED THE WEBSITE WITHOUT SUCH LIMITATIONS.
Release and Indemnity
You agree to release Noise and each of its Representatives from and for any and all liabilities and damages whatsoever (including any direct, indirect, special, exemplary or consequential damages, including lost profits) and howsoever arising from your use of the Website, Services and the Noise Materials (including any breach by you of these Terms), or otherwise relating to these Terms and you agree that your sole remedy for any claim, loss, damage, costs or expenses is to cease using this Website.
You agree to indemnify and hold Noise and each of its Representatives harmless from and against any claims, losses, judgments, damages, costs and expenses (including without limitation, reasonable legal fees) incurred by any of them due to or resulting from your use of the Website, Services, the Noise Materials or otherwise relating to these Terms (including any breach by you of these Terms). You also agree to indemnify and hold Noise and each of its Representatives harmless from and against any claims brought by third parties arising out of your use of this Website, the Noise Materials or any Services offered by Noise.
“Noise”, “Noise Solutions” and the Noise Solutions trademark and logo are all trademarks of Noise Solutions Inc. Other names, logos, words, designs, drawings, graphics or trademarks appearing on this Website may constitute registered or unregistered trademarks of Noise or its third party licensors.
The Terms are a complete statement of the agreement between you and Noise, and set forth the entire agreement between you and Noise with respect to the Website and the Noise Materials. Any waiver of the terms herein by Noise must be in writing and signed by an authorized officer of Noise and expressly referencing the applicable provisions of these Terms. If any provision of these Terms is held to be invalid or unenforceable under applicable law, that portion will be construed consistent with applicable law as nearly as possible, or failing that, deemed omitted, and the remaining provisions will continue in full force and effect. These Terms will be governed by Alberta law and the applicable federal laws of Canada as applied to agreements entered into and to be performed entirely within Alberta, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction. You also agree that any dispute will be heard by courts of the Province of Alberta, in the City of Calgary, and such courts will have exclusive jurisdiction. Headings are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights or remedies that Noise may have under trade secret, copyright, patent or other applicable laws. Noise reserves the right at all times to disclose any information you provide to Noise as Noise deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Noise’s sole discretion.
Last updated: November 26, 2013
© 2013 Noise Solutions Inc.