TERMS OF SERVICE
This website is operated by SSZ Canada Inc. Throughout the site, the terms “we”, “us” and “our” refer to SSZ Canada Inc. SSZ Canada Inc offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
SECTION 1 – ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 – GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 – MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 – PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor’s display of any color will be accurate.We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 – ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
SECTION 7 – OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 – THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 – PERSONAL INFORMATION
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 – PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content:
(a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information;(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.In no case shall SSZ Canada Inc, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility.Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 – INDEMNIFICATION
You agree to indemnify, defend and hold harmless SSZ Canada Inc and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 – SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 – TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 – ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 – GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Ontario Canada.
SECTION 19 – CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 – CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at email@example.com.
PERSONAL INFORMATION WE COLLECT
When you visit the Site, we automatically collect certain information about your device, including information about your web browser, IP address, time zone, and some of the cookies that are installed on your device. Additionally, as you browse the Site, we collect information about the individual web pages or products that you view, what websites or search terms referred you to the Site, and information about how you interact with the Site. We refer to this automatically-collected information as “Device Information.”
We collect Device Information using the following technologies:
– “Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier. For more information about cookies, and how to disable cookies, visit http://www.allaboutcookies.org.
– “Log files” track actions occurring on the Site, and collect data including your IP address, browser type, Internet service provider, referring/exit pages, and date/time stamps.
– “Web beacons,” “tags,” and “pixels” are electronic files used to record information about how you browse the Site.
Additionally when you make a purchase or attempt to make a purchase through the Site, we collect certain information from you, including your name, billing address, shipping address, payment information, email address, and phone number. We refer to this information as “Order Information.”
HOW DO WE USE YOUR PERSONAL INFORMATION?
We use the Order Information that we collect generally to fulfill any orders placed through the Site (including processing your payment information, arranging for shipping, and providing you with invoices and/or order confirmations). Additionally, we use this Order Information to:
Communicate with you;Screen our orders for potential risk or fraud; and
When in line with the preferences you have shared with us, provide you with information or advertising relating to our products or services.
We use the Device Information that we collect to help us screen for potential risk and fraud (in particular, your IP address), and more generally to improve and optimize our Site (for example, by generating analytics about how our customers browse and interact with the Site, and to assess the success of our marketing and advertising campaigns).
SHARING YOUR PERSONAL INFORMATION
Finally, we may also share your Personal Information to comply with applicable laws and regulations, to respond to a subpoena, search warrant or other lawful request for information we receive, or to otherwise protect our rights.
As described above, we use your Personal Information to provide you with targeted advertisements or marketing communications we believe may be of interest to you. For more information about how targeted advertising works, you can visit the Network Advertising Initiative’s (“NAI”) educational page at http://www.networkadvertising.org/understanding-online-advertising/how-does-it-work.
You can opt out of targeted advertising by:
emailing us at firstname.lastname@example.org
Additionally, you can opt out of some of these services by visiting the Digital Advertising Alliance’s opt-out portal at: http://optout.aboutads.info/.
DO NOT TRACK
Please note that we do not alter our Site’s data collection and use practices when we see a Do Not Track signal from your browser.
If you are a European resident, you have the right to access personal information we hold about you and to ask that your personal information be corrected, updated, or deleted. If you would like to exercise this right, please contact us through the contact information below. Additionally, if you are a European resident we note that we are processing your information in order to fulfill contracts we might have with you (for example if you make an order through the Site), or otherwise to pursue our legitimate business interests listed above. Additionally, please note that your information will be transferred outside of Europe, including to Canada and the United States.
When you place an order through the Site, we will maintain your Order Information for our records unless and until you ask us to delete this information.
The Site is not intended for individuals under the age of 18.
For more information about our privacy practices, if you have questions, or if you would like to make a complaint, please contact us by e-mail at email@example.com
YOU ACKNOWLEDGE AND AGREE THAT, BY CREATING A SSZ CANADA ACCOUNT, PURCHASING A PAID ACCOUNT, OR ACCESSING OR USING THE SSZ CANADA SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SSZ CANADA SERVICES.
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER AS DESCRIBED IN THE ARBITRATION SECTION BELOW. YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Modifications. SSZ Canada reserves the right, in its sole discretion, to modify or replace this Agreement at any time. If we modify these Terms, we will post the modification on our site or provide you with notice of the modification on your SSZ Canada Account Details page. By continuing to access or use the SSZ Canada Services after the effective date of the modification, you are indicating that you agree to be bound by the modified Agreement. Customer agrees that it is Customer’s responsibility to check this Agreement periodically for changes and that its use of the SSZ Canada Services following the posting of any changes to this Agreement constitutes acceptance of those changes. If the modified Agreement is not acceptable to you, your only recourse is to cease using the SSZ Canada Services.
As of the Effective Date, SSZ Canada offers certain SSZ Canada Services to Customer. SSZ Canada may add, remove, suspend, discontinue, modify or update the SSZ Canada Services at any time, at its discretion. After the effective date of such update, SSZ Canada shall bear no obligation to run, provide or support legacy versions of the SSZ Canada Services.
SSZ Canada Enterprise Customers. If you have purchased a SSZ Canada Enterprise Plan, these terms may be supplemented or modified by a supplemental enterprise agreement and one or more order forms, the terms of which will control to the extent they conflict with these Terms.
The training and level of customer support for the tier of SSZ Canada Services you purchase is set forth on the SSZ Canada Services pricing page.
Fees. SSZ Canada offers fee-based SSZ Canada Services that provide additional features and functionality. Pricing and services for paid accounts are described on SSZ Canada’s Services pricing page and may be updated from time to time. If you sign up for a paid account, you agree to pay SSZ Canada all applicable fees for the tier of SSZ Canada Services according to your selection. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.
If your account is set to auto-renew or is in a trial period and you have already provided a method of payment to SSZ Canada for the Services, SSZ Canada will charge your payment account automatically at the end of the trial or beginning of each renewal term for the renewal term, unless you notify us that you want to cancel or disable auto-renewal before the expiration of the then-current term. You may terminate the Agreement in your account’s Account Details page, or, if you purchased your Service through an SSZ Canada account representative by contacting your SSZ Canada account representative. If you are on a paid account plan lasting twelve (12) months or longer, we will notify you within 30 days before your account renews, including any changes in the Fees for the plan.
Customers will pay SSZ Canada invoices on the payment interval selected. If not otherwise specified, payments will be due immediately. Customer authorizes SSZ Canada to charge Customer for all applicable Fees using Customer’s selected payment method through SSZ Canada’s online payments platform. The customer will provide complete and accurate billing and contact information to SSZ Canada. SSZ Canada may suspend or terminate the Services if Fees are past due.
Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”), and the Customer is responsible for all Taxes resulting from this Agreement or Customer’s use of the SSZ Canada Services. SSZ Canada will invoice the Customer for Taxes when required to do so by applicable law, and the Customer agrees to provide payment under the terms of the invoice. In the event Customer is required by law to deduct and withhold any Taxes on amounts payable under this Agreement, any amounts required to be withheld will be promptly deducted and timely remitted by the Customer on behalf of SSZ Canada to the appropriate taxation authority and Customer agrees that it will provide SSZ Canada with copies of all necessary documents (including but not limited to tax receipts received from the applicable tax authority) in order for SSZ Canada to claim and receive a foreign tax credit in an amount corresponding to the amount withheld by the Customer.
SSZ Canada reserves the right to downgrade, suspend or terminate Customer’s access to any or all SSZ Canada Services if Fees are past due.
Customer’s service tier. Customers may not combine any SSZ Canada Link Metrics with any personally identifiable information and may not sublicense, sell, syndicate, or otherwise share SSZ Canada Link Metrics with any third party.
SSZ Canada shall provide Customers with non-transferable access credentials for the SSZ Canada Services. Customer shall not (i) misrepresent or mask identities when using the SSZ Canada Services or seeking access credentials; (ii) select or use as a username or Branded Short Domain a name subject to any rights of a person or entity other than Customer without appropriate authorization; (iii) select or use, as Customer’s username or Branded Short Domain, a name that is otherwise offensive, vulgar or obscene; or (iv) exceed any access permitted by SSZ Canada. The customer shall safeguard all access credentials provided by SSZ Canada and shall ensure the confidentiality and security thereof. To the extent Customer is a corporate entity rather than an individual (1) only employees and contractors of Customer (“Personnel”) may use the SSZ Canada Services; (2) Customer shall require its Personnel to comply with all laws and the use restrictions (including user seat restrictions) set out in the Agreement or otherwise prescribed by SSZ Canada and shall not share access credentials to exceed the user limitations of the service tier Customer has purchased; (3) Customer represents and warrants that its Personnel has the capacity and authority to enter into this Agreement; and (4) Customer acknowledges that it shall be fully responsible for any acts or omissions of its Personnel, whether authorized or unauthorized. SSZ Canada may update, refresh or change the manner of accessing the SSZ Canada Services at its discretion.
SSZ Canada may monitor the Customer’s use of the SSZ Canada Services for compliance with the Agreement. If SSZ Canada observes usage of the SSZ Canada Services that it believes are not in compliance with the Agreement, SSZ Canada will notify the Customer and give the Customer one (1) business day to remedy its non-compliance. If the Customer does not remedy its non-compliance within one (1) business day, SSZ Canada reserves the right to suspend or terminate the Customer’s use of the SSZ Canada Services. SSZ Canada reserves the right to suspend the Customer’s use of the SSZ Canada Services without notice in the event that it believes, in good faith, the security of the Customer’s SSZ Canada account has been compromised, or the Customer’s SSZ Canada account is being used for an unlawful purpose. And may suspend or terminate Customer’s access to the Services without notice for violation of the Agreement.
Except for any Customer Content or Customer Services, Customer acknowledges and agrees that SSZ Canada is the sole and exclusive owner of all right, title and interest in and to the SSZ Canada Services and SSZ Canada Link Metrics and all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all derivatives, enhancements, modifications and improvements thereof (“SSZ Canada Materials”). Nothing in this Agreement or any other document shall be deemed to transfer ownership of the SSZ Canada Materials. Except for the limited license rights expressly granted herein, no rights to SSZ Canada Materials are granted hereunder and all rights in such SSZ Canada Materials are reserved.
The customer is not required to provide any suggestions, enhancement requests, recommendations, or other feedback regarding the SSZ Canada Services or SSZ Canada Link Metrics (“Feedback”). However, if Customer does so, all right, title, and interest in and to such Feedback shall be assigned to and shall become the sole and exclusive property of, SSZ Canada upon its creation.
Customer shall not share access credentials to exceed the user limitations of the service tier Customer has purchased. Customer and its Personnel shall not, and shall not permit any third party to: (i) access the Services or export data from the Services to create a service, software, documentation or data for a URL shortening service other than SSZ Canada or create shortened links or a service that is competitive with, substantially similar or confusingly similar to any aspect of the SSZ Canada Services or SSZ Canada Link Metrics; (ii) use, modify, display, perform, copy, disclose or create derivative works of the SSZ Canada Services except as expressly permitted herein; (iii) reverse engineer, decompile, disassemble, mimic, screen-scrape, frame or mirror the SSZ Canada Services or SSZ Canada Link Metrics, or use any other means to attempt to discover their source code except as expressly permitted herein; (iv) benchmark, encumber, distribute, sublicense, assign, share, sell, rent, lease, pledge or otherwise transfer the SSZ Canada Services or SSZ Canada Link Metrics to any third party; (v) transmit harmful, disabling or malicious code or devices, or infringing, defamatory, unlawful, tortious, deceptive, misleading, fraudulent, abusive, indecent or otherwise offensive content, or content that contains someone’s personal information or violates a third party’s intellectual property, privacy or publicity rights (“Prohibited Content”) through the SSZ Canada Services; (vi) access via automated or unauthorized means, interfere with, disrupt or attempt to monitor, override access or circumvent security measures for, the SSZ Canada Services or SSZ Canada Link Metrics or related systems, including via robots, spiders and other electronic methods; and (vii) obscure, remove or alter any proprietary rights or other notices on the SSZ Canada Services or SSZ Canada Link Metrics. Notwithstanding anything to the contrary herein, SSZ Canada may, in its sole discretion, immediately revoke the grant of rights set forth in Section 3 if the Customer breaches or threatens to breach the restrictions in this Section or creates other security or legal concerns. Customer hereby agrees that SSZ Canada will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of Customer’s obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.
Customer shall not exceed the number and/or frequency of API calls, concurrent URL shortens or other access to or use of SSZ Canada Services in the relevant documentation or as otherwise provided by SSZ Canada in an Order Form. If SSZ Canada believes that the Customer has attempted to exceed or circumvent these limitations, SSZ Canada may suspend or block the Customer’s access to the SSZ Canada Services. SSZ Canada may monitor the Customer’s use of the SSZ Canada Services, including ensuring the Customer’s compliance with this Agreement.
SSZ Canada Services may incorporate software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge (“Open Source Software”). To the extent any Open Source Software license terms are inconsistent with this Agreement, then such rights in the applicable Open Source Software license shall take precedence over the rights granted in this Agreement, but solely with respect to such Open Source Software. Any applicable Open Source Software license is solely between Customer and the applicable licensor of the Open Source Software and Customer shall comply with the applicable Open Source Software license.
SSZ Canada Services may utilize third-party software or source code, including without limitation Open Source Software (“Third Party Materials”). SSZ Canada has no control over Third Party Materials. Accordingly, SSZ Canada is not responsible or liable for any Third Party Materials. While SSZ Canada has no obligation to monitor Third Party Materials, SSZ Canada may remove or modify such Third Party Materials in its discretion, including without limitation to comply with Law. Customer agrees to comply with all terms and conditions and privacy policies related to any Third Party Materials.
SSZ Canada grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use SSZ Canada’s names, logos, designs, and other trademarks incorporated into the SSZ Canada Services (“SSZ Canada Marks”) during the Term and solely for the purposes of displaying such notice as part of the SSZ Canada Services. Customer recognizes the validity of the SSZ Canada Marks and SSZ Canada’s ownership and title thereto. Any goodwill derived from the use of the SSZ Canada Marks by Customer shall inure to the benefit SSZ Canada. Customer will not challenge the SSZ Canada Marks, or SSZ Canada’s ownership and title thereto, either during or subsequent to the term of this Agreement. Customer shall execute such documents as may be reasonably requested by SSZ Canada, or required by law, to establish SSZ Canada’s sole and exclusive ownership and rights in the SSZ Canada Marks, or to obtain registration thereof. Customer agrees to use the SSZ Canada Marks consistent with SSZ Canada’s Brand Assets it makes available at https://sszcanada.com, so as to protect and maintain the SSZ Canada Marks and SSZ Canada’s rights therein. To this end, SSZ Canada shall have the right to revoke the license granted in this Section and/or to review and approve the manner of use of the SSZ Canada Marks, and Customer agrees to modify the use of any SSZ Canada Marks which do not meet SSZ Canada’s standards. Notwithstanding the foregoing, Customer may not use any SSZ Canada Marks in any manner implying any partnership with, sponsorship by, or endorsement by SSZ Canada.
SSZ Canada shall have no liability for any Customer product or service accessed through or making use of the SSZ Canada Services or any end user, customer or Personnel’s use thereof (“Customer Service”). Customer shall not use the SSZ Canada Services in any manner implying any partnership with, sponsorship by, or endorsement of the Customer Service by SSZ Canada. Customer shall not suggest or imply that SSZ Canada is the author of or otherwise responsible for the views or content of the Customer Service. The SSZ Canada Services shall not be used in connection with any Prohibited Content, or any activities where the use or failure of the SSZ Canada Services could lead to death, personal injury or property or environmental damage or adversely impact or impose liability on SSZ Canada in any manner.
Customer represents and warrants that Customer Content and all information on which the SSZ Canada Link Metrics are based, and the receipt, collection, use and provision thereof, shall not infringe or violate any third party rights, including without limitation any intellectual property, privacy and publicity rights; (ii) the Customer Content, and any information on which the SSZ Canada Link Metrics are based, was received, collected, used and provided to SSZ Canada in compliance with all applicable laws, rules and regulations and self-regulatory guidelines and requirements, including without limitation laws on privacy and data security, unsolicited messaging, unfair or deceptive practices, or Canada trade or export restrictions (“Laws”); (iii) it has obtained all necessary consents, approvals or other authorizations or permissions for, and has complied with its posted privacy policies and all third-party terms and conditions or privacy policies in connection with, its receipt, use and/or provision of the Customer Content and all information on which the SSZ Canada Link Metrics are based; and (v) that none of the Customer Content or information or data on which the SSZ Canada Link Metrics are based contains any personally identifiable information or persistent identifiers from individuals.
Customer further represents and warrants that (i) it has implemented or contractually required industry-standard security measures to help protect the security and integrity of, and prevent, unauthorized access to the SSZ Canada Services or SSZ Canada Link Metrics, Customer Content and Customer Services; (ii) it will not do anything that will make the SSZ Canada Services subject to any open source or similar license which creates an obligation to grant any rights in the SSZ Canada Services; (iii) it will not disrupt, disable, erase, alter, harm, damage, interfere with or otherwise impair in any manner the SSZ Canada Services or SSZ Canada Link Metrics; (iv) in the event of any security breach or unauthorized access to any SSZ Canada Services, SSZ Canada Link Metrics, Customer Content and Customer Services, Customer will immediately investigate such breach and notify SSZ Canada in writing, and, unless otherwise notified by SSZ Canada, take all corrective action necessary to remedy such breach and/or comply with applicable Law and the requirements of SSZ Canada, all at Customer’s cost; and (v) Customer, Customer’s use of the SSZ Canada Services, the Customer Content and Customer Services will comply with all Laws and not violate or infringe upon any third party intellectual property, privacy or publicity rights.
SSZ CANADA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SSZ CANADA DOES NOT WARRANT THAT: (I) THE SSZ CANADA SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) SHORTENED URLS, THE SSZ CANADA SERVICES AND SSZ CANADA LINK METRICS WILL BE ACCURATE, ERROR-FREE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE SSZ CANADA SERVICES ARE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF USING THE SSZ CANADA SERVICES OR SSZ CANADA LINK METRICS WILL MEET CUSTOMER’S REQUIREMENTS OR ANY OF ITS OR ITS USERS’, PERSONNEL’S OR CUSTOMERS’ BUSINESS NEEDS; OR (V) THE SSZ CANADA SERVICES WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER. CUSTOMERS USE OF THE SSZ CANADA SERVICES AND SSZ CANADA LINK METRICS IS SOLELY AT ITS OWN RISK. FURTHER, SSZ CANADA MAKES NO REPRESENTATIONS OR WARRANTIES AND SHALL ASSUME NO LIABILITY AMOUNTS OR INDEMNITY OBLIGATIONS WITH RESPECT TO ENSURING THAT CUSTOMER’S USE OF THE SSZ CANADA SERVICES AND SSZ CANADA LINK METRICS COMPLY WITH ANY LAWS OR REGULATIONS OUTSIDE CANADA AND CUSTOMER SHALL BE SOLELY LIABLE FOR SUCH COMPLIANCE. SSZ CANADA SHALL BEAR NO RESPONSIBILITY FOR THIRD PARTY PRODUCTS OR SERVICES (E.G., OPEN SOURCE SOFTWARE, SOCIAL MEDIA PLATFORMS, THIRD PARTY MATERIALS OR FOR HOST OR APP STORE PROVIDERS). CUSTOMER RECOGNIZES THAT THE FIGURES CONTAINED IN THE SSZ CANADA LINK METRICS PRODUCED HEREUNDER ARE ESTIMATES AND MAY BE SUBJECT TO STATISTICAL ERROR. SSZ CANADA DOES NOT WARRANT THAT THE SSZ CANADA LINK METRICS WILL BE COMPLETELY CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE. SSZ CANADA HEREBY DISCLAIMS ANY LIABILITY FOR ANY USE OR RELIANCE ON THE SSZ CANADA LINK METRICS BY CUSTOMER AND THIRD PARTIES.
Customer will defend, indemnify and hold harmless SSZ Canada, its parents, subsidiaries, affiliates and their employees, officers, directors, representatives, contractors, customers, business partners, successors, and assigns (“SSZ Canada Indemnitees”) from and against any third-party claims and actions, and resulting damages, liabilities, and costs (including reasonable attorneys’ fees and expenses) incurred by SSZ Canada Indemnitees arising out of or directly or indirectly related to (a) the Customer Content, Customer Services or any other Customer products and services; (b) Customer’s acts and omissions hereunder, breach of this Agreement, or violation of Laws; and/or (c) any allegation of intellectual property, privacy or publicity infringement concerning Customer Content or Customer Services. SSZ Canada shall promptly notify Customer of any claim for which it seeks indemnification; provided, however, that any delay in providing notification shall not vitiate Customer’s indemnification obligations unless Customer is materially prejudiced thereby. Customer shall have sole control over the defense of any claim under this Section, except that SSZ Canada may approve any counsel used by Customer and that SSZ Canada may participate in the defense, at Customer’s cost. All settlements of indemnification claims require the consent of SSZ Canada.
LIABILITY LIMITATION. IN NO EVENT SHALL SSZ Canada BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SSZ CANADA SERVICES, SSZ CANADA LINK METRICS OR OTHERWISE HEREUNDER FOR ANY CLAIM RELATED TO (I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); (II) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (III) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SSZ CANADA SERVICES; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CUSTOMER CONTENT AND OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH CUSTOMER’S USE OF THE SSZ CANADA SERVICES; (V) CUSTOMER’S FAILURE TO PROVIDE SSZ CANADA WITH ACCURATE ACCOUNT OR OTHER INFORMATION; (VI) ANY LIABILITY RESULTING FROM CUSTOMER’S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (VII) CUSTOMER’S FAILURE TO ACCESS THE SSZ CANADA SERVICES DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK USED BY CUSTOMER; OR (VIII) AMOUNTS FOR ALL CLAIMS HEREUNDER IN THE AGGREGATE IN EXCESS OF $100.00.
This Agreement shall commence on the date the Customer accepts this Agreement by creating an account or purchasing a paid service tier (“Effective Date”) and remain in effect for the duration of the term selected by Customer, unless otherwise terminated as permitted herein (“Initial Term”). If your paid account is set to automatically renew, please see section 2(B) above for the auto-renewal terms.
SSZ Canada may terminate this Agreement immediately in its discretion. Upon expiration or termination of this Agreement, all applicable rights and access granted to Customer shall automatically terminate and Customer and its Personnel shall cease any further use of the SSZ Canada Services and return, or, if directed by SSZ Canada, destroy, all Confidential Information of SSZ Canada. Any Section of this Agreement which by its nature would survive such expiration or termination shall so survive.
This Agreement and the transactions contemplated hereby shall be governed by and construed under the Federal Arbitration Act and the laws of the province of Ontario Canada.
To the fullest extent permitted by law, Customer agrees any Customer claim or cause of action arising out of, related to or connected with the use of the SSZ Canada Services, SSZ Canada Link Metrics or this Agreement must be filed within one (1) year after such claim of action arose or be forever banned.
We each agree that any dispute, claim or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and SSZ Canada agree that the Canadian Federal Arbitration Act governs the interpretation and enforcement of these Terms of Service, and that you and SSZ Canada are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms of Service.
As limited exceptions to this Dispute Resolution section (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. This Arbitration Agreement does not apply to individuals located in the European Economic Area.
The arbitration will be conducted by the Canadian Arbitration Association (“CAA”). If you are an individual, the arbitration will be conducted under the CAA’s Consumer Arbitration Rules (the “CAA Rules”) then in effect, except as modified by these Terms of Service. If you enter these Terms of Service on behalf of an organization, the arbitration will be conducted under the CAA’s Commercial Arbitration Rules. The CAA Rules are available at https://canadianarbitrationassociation.ca/?page_id=17 or by calling 1-800-856-5154. A party who wishes to start arbitration must submit a written Demand for Arbitration to CAA and give notice to the other party as specified in the CAA Rules.
Payment of all filing, administration and arbitrator fees will be governed by the applicable CAA Rules. If you are an individual, we’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
YOU AND SSZ CANADA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
If SSZ Canada changes any of the terms of this “Dispute Resolution” Section after the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service), you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of SSZ Canada’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and SSZ Canada in accordance with the terms of this “Dispute Resolution” section as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
With the exception of any of the provisions in Section 20(e) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms of Service is invalid or unenforceable, the other parts of these Terms of Service will still apply.
The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between the parties with respect thereto, including any non-disclosure agreements signed by the parties. Except as may be modified in writing by the parties, including by an SSZ Canada Enterprise Supplemental Agreement, no additional or conflicting terms set out on Customer order, invoice, statement, or other documents, or contained in any “shrinkwrap” or “clickwrap” agreements, are binding. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
Except for any Fees due hereunder, neither party shall not be liable for any delay in performing or failure to perform its obligations hereunder where such delay or failure results from any cause beyond its reasonable control, including, without limitation, cyber-attacks, mechanical, electronic or communications failures, acts of God, terrorism, war, natural disasters, failure of any telecommunications or transportation or of any third party provider or supplier (e.g., host or app store providers) or labor disputes.
Except to an affiliate or in the event of a merger, acquisition or other change of control, neither party may assign this Agreement without the prior written permission of the other party, and any attempt to do so is void. This Agreement shall be binding on any permitted successors and assigns.
Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing to the addresses listed above and will be deemed to have been duly given when received, if personally delivered; when sent, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation.”
The parties shall comply with all applicable export and import control laws and regulations, and, in particular, shall not export or re-export the SSZ Canada Services without all required Canadian and foreign government licenses.
The failure of SSZ Canada to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of SSZ Canada. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Customer grants SSZ Canada the right to use Customer’s logos or trademarks in marketing or publicity materials and on its website to identify Customer as a customer that uses the SSZ Canada Services.
Contacting SSZ Canada. If you have any questions about these Terms, please contact us at email@example.com