Last updated: March 31, 2017
1. ACCEPTANCE OF TERMS
Please read these terms and conditions (this “Agreement” or these “Terms”) carefully. By clicking “accepted and agreed to”, User agrees to be bound by the terms of this Agreement. This Agreement is effective when User clicks “Accepted and Agreed To” (the “Effective Date”).
2. OPEN CONTENT MATERIALS
During the Term, Wezard grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Website and Open Content Materials on the terms set forth in this Agreement. User agrees that all rights, title and interest in and to all the intellectual property rights in the Website and Open Content Materials, and all modifications, extensions, scripts and other derivative works of the Website and Open Content Materials provided or developed by Wezard are owned exclusively by Wezard or its licensors. All rights not granted to User in this Agreement are reserved by Wezard.
4. LICENCE RESTRICTIONS
User shall not (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of or used by the Website or Open Content Materials, by any means whatsoever; (ii) distribute viruses or other harmful or malicious computer code via or into the Website or Open Content Materials; (iii) engage in any conduct that disrupts or impedes a third party’s use and enjoyment of the Website or Open Content Materials; (iv) remove any product identification, copyright or other notices from the Website or Open Content Materials; (v) sell, lease, lend, assign, sublicense, grant access or otherwise transfer or disclose the Website or Open Content Materials in whole or in part, to any third party; (vi) use the Website or Open Content Materials for timesharing, service bureau or hosting purposes or otherwise use, resell, sublicense, distribute or transfer or allow others to use the Website or Open Content Materials to or for the benefit of third parties; (vii) modify or incorporate into or with other software or create a derivative work of any part of the Website or Open Content Materials; (viii) use the output or other information generated by the Website or Open Content Materials for any purpose other than as contemplated by this Agreement; (ix) use the Website or Open Content Materials for any use other than User’s internal business use; (x) use unauthorized modified versions of the Website or Open Content Materials, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Website or Open Content Materials; or (xi) use the Website or Open Content Materials in any way that is contrary to applicable local, state/provincial, federal and foreign laws, including without limitation those relating to privacy, electronic communications and anti-spam legislation. Wezard retains all title to, and, except as expressly licensed herein, all rights to the Website and Open Content Materials, all copies, derivatives and improvements thereof and all related documentation and materials.
5. ACCOUNT & ELIGIBILITY
Your use of the Website and Open Content Materials may require that you sign up for an account. By using the Website and Open Content Materials, you represent and warrant that (a) all information you submit to Wezard is truthful and accurate; (b) you will maintain the accuracy of all such information; (c) you will uphold and respect these Terms at all times; (d) you are 18 years of age or older; (e) your use of the Website and Open Content Materials does not violate any applicable law or regulation; (f) you will safeguard your account information and will supervise and be completely responsible for any use of your account by you and anyone other than you. Your account may be deleted without warning if we believe that you are under 18 years of age, or for violation of these Terms.
This Agreement will remain in full force and effect while you use the Website and/or have a Wezard account (the “Term”). You may terminate your account at any time, for any reason, by following the instructions in “Settings” in your account. Wezard may terminate or suspend your account at any time without notice if Wezard believes that you have breached this Agreement in its sole discretion. After your account is terminated, this Agreement will terminate, except for the provisions of the sections labelled “Payment & Fees”, “Intellectual Property”, “No Liability”, “No Warranty”, “Indemnity”, “No Waiver”, “Severability, Force Majeure, Entire Agreement & Headings”, “Representations and Warranties”, and “Governing Law”.
You may cancel your account at any time by selecting the option through your account management page. After cancelling your account, this Agreement will terminate, except for your obligations towards Wezard under this Agreement or any other agreement entered into between you and Wezard, and the provisions of the sections labelled “Intellectual Property”, “No Liability”, “No Warranty”, “Indemnity”, “No Waiver”, “Severability, Force Majeure, Entire Agreement & Headings”, “Representations and Warranties”, and “Governing Law”.
8. INTELLECTUAL PROPERTY
The Website and Open Content Materials contain copyrighted materials, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of the Website are copyrighted as a collective work under copyright laws. Wezard owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded materials will be permitted without the express permission of Wezard and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted materials, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made.
9. CONFIDENTIAL INFORMATION
Wezard and User shall each retain in confidence all information received from the other party pursuant to or in connection with this Agreement that the disclosing party identifies as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential ("Confidential Information"), and will make no use of such Confidential Information except as necessary to fulfill their respective obligations under the terms and during the term of this Agreement. Wezard may collect some Confidential Information from User which includes, without limitation, their name, phone number, email address, postal address, profile picture and payment information. Either party may disclose such information in confidence to its immediate legal and financial consultants as required in the ordinary course of that party's business. The restrictions set forth above will not apply to (i) information previously known to the receiving party without reference to the disclosing party's Confidential Information, (ii) information which is or becomes publicly known through no wrongful act of the receiving party, (iii) information that is independently developed by either of the parties, or (iv) information required to be disclosed pursuant to applicable law.
10. TERMINATION & SUSPENSION
In the event of breach of this Agreement by User, Wezard may terminate this Agreement by giving User written notice specifying the nature of the breach in reasonable detail and Wezard’s intention to terminate (a "Termination Notice"). If the breach has not been cured within the period ending thirty (30) days following delivery of the Termination Notice, then this Agreement shall automatically terminate. If User is in breach of any of the provisions of this Agreement under the sections labelled “Licence”, or “Confidential Information”, then Wezard may immediately suspend or terminate User's use of the Website. Any such suspension shall not relieve User of any of its obligations under this Agreement or entitle User to any refund of payments previously made.
Wezard may also suspend User’s access to the Website immediately without notice if Wezard, in its sole discretion, believes: (1) such suspension is required by law; or (2) there is a security or privacy risk to User. Any suspension of User’s access to the Website will not limit or waive Wezard’s rights to terminate this Agreement or User’s access to the Website.
Upon termination of this Agreement, User shall discontinue its use of the Website and Open Content Materials. Notwithstanding the previous sentence, termination of this Agreement by Wezard shall not limit User's obligation to pay all of the applicable fees, nor restrict Wezard from pursuing any other remedies available to it, including injunctive relief.
User agrees that following termination of User’s account and/or use of the Website, Wezard may immediately deactivate User’s account and delete User data. User further agrees that Wezard shall not be liable to User nor to any third party for any termination of User access to the Website or deletion of User data.
12. THIRD PARTY SERVICES
Wezard may from time to time recommend, provide you with access to, or enable third party software, applications, products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience, and purchase, access, or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). Any use by you of Third Party Services offered the Wezard’s Website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. Under no circumstances shall Wezard be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if Wezard has been advised of the possibility of such damages.
13. NO WARRANTY
WEZARD WORKS TO KEEP THE WEBSITE BUG-FREE AND SAFE BUT THE USER AGREES TO USE THE WEBSITE AT USER’S OWN RISK. WEZARD IS PROVIDING THE WEBSITE “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NEITHER WEZARD, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE WEBSITE OR ANY WEBSITE OR GOODS REQUESTED THROUGH THE USE OF THE WEBSITE, OR THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.
14. NO LIABILITY
IN NO EVENT SHALL WEZARD AND/OR ITS RESPECTIVE SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER CIVIL LIABILITY ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF ANY SOFTWARE, PROGRAM OR PLATFORM PROVIDED AS PART OF THE SERVICES EXCEPT IN THE CASE OF INTENTIONAL OR GROSS FAULT.
User agrees to defend, indemnify and hold harmless Wezard, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including without limitation, attorneys' fees (collectively the “Costs”), to the extent that such Costs are attributable to any breach by User, of any representations, warranties, or other obligations set forth in this Agreement or arising out of the use of the Website or Open Content Materials by User.
16. GOVERNING LAW
These Terms of Service shall be construed in accordance with the laws applicable in the province of Quebec, Canada, without regard to its conflict of laws rules. User hereby agrees, for any dispute or controversy arising under or in connection with this Agreement or resulting from the use of the Open Content Materials or Website shall be settled exclusively by arbitration in Montreal (Canada), in accordance with the Code of civil procedure of the province of Quebec (CQLR c C-25.01).
17. SEVERABILITY, FORCE MAJEURE, ENTIRE AGREEMENT AND HEADINGS
If one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions of this Agreement shall be unaffected. Neither party shall be deemed in default or otherwise liable for any delay in or failure of its performance under this Agreement (other than payment obligations) by reason of any act of God, fire, natural disaster, accident, act of government, shortage of materials or supplies, failure of transportation or communication or of suppliers of goods or services, or any other cause to the extent it is beyond the reasonable control of such party. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto. The headings in this Agreement have been inserted solely for ease of reference and shall not modify, in any manner whatsoever, the meaning or scope of the provisions hereof.
18. REPRESENTATIONS AND WARRANTIES
User represents and warrants that currently and throughout the Term (i) it is fully authorized to enter into this Agreement and that User is fully authorized to use the Website and Open Content Materials; and (ii) User is and will remain in compliance with all applicable laws and regulations with respect to its activities related to this Agreement, including but not limited to privacy laws. User agrees to comply with all of Wezard’s policies and all laws, rules and regulations relating to the use of the Website and Open Content Materials. Any violation of this section may result in loss of features, up to and including termination of User’s account. User will indemnify Wezard for any costs, fines or damages incurred by Wezard due to User's failure to comply with this section.
The parties hereto have expressly required that this Agreement be drafted in English.
Les parties aux présentes ont expressément exigé que la présente entente soit rédigée en anglais.