Terms Of Use

Terms of Use: 1. General:

These terms of use (“Terms”) set out the legal agreement (“Agreement”) between you whether an individual, partnership, corporation or other legal entity (“YOU”) and System Architects Inc. (“SYSTEM ARCHITECTS”) These Terms shall govern YOUR use of the SYSTEM ARCHITECTS website (“Website”)  in addition to any other SYSTEM ARCHITECTS product or service (“SA Offerings”) available at or through the Website. YOU agree to be bound by these Terms either through accessing of or the use of any of the SA Offerings. If YOU do not agree to be bound by these Terms without modification as presented, then you may not access or use any of the SA Offerings.

While SYSTEM ARCHITECTS has made every effort to ensure that all materials, images, documentation, information and written content (“SA Web Content”) provided on the website are accurate, free of errors, inaccuracies, misprints and kept up-to-date, SYSTEM ARCHITECTS assumes no responsibility for the accuracy of the SA Web Content as presented. SYSTEM ARCHITECTS cannot guarantee that products and services advertised on the website will be available when ordered or thereafter. SYSTEM ARCHITECTS does not warrant that the content of the website including, without limitation, product descriptions or photographs, is accurate or complete.

SYSTEM ARCHITECTS reserves the right to: (a) correct any error, inaccuracy or omission at any time without prior notice or liability to you or any other person; (b) change at any time the products and services advertised or made available for sale on the Website, the prices, fees, charges and specifications of such products and services, any promotional offers and any other website content without any notice or liability to you or any other person; (c) reject, correct, cancel or terminate any order, including accepted orders for any reason and (d) limit quantities available for sale or sold.

SA Web Content is subject to change without notice and any such changes may not be reflected in the SA Web content at the time the change is made by SYSTEM ARCHITECTS.

All SA Web Content is provided “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED,  AND EXTENDS TO IMPLIED WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW.

2. Privacy Policy:

YOU agree that YOUR use of SA Offerings will be governed by the SYSTEM ARCHITECTS Privacy Policy which is incorporated into these terms by reference. It is YOUR responsibility to review the Privacy Policy and if you have any questions or concerns regarding the policy, please contact SYSTEM ARCHITECTS at privacy.policy@systemarchitects.ca.

3. Password Security:

YOU are responsible for protecting YOUR passwords and you agree to keep YOUR password secure. YOU are solely responsible for any activity that occurs through the use of your accounts or under your user name whether authorized or not. It is YOUR responsibility to notify SYSTEM ARCHITECTS if YOUR passwords are lost or if you suspect unauthorized use of YOUR accounts has occurred. Failure to do so may result in but is not limited to immediate suspension or termination of YOUR accounts.

4. Data Backup and Private Cloud Hosting:

While SYSTEM ARCHITECTS utilizes reasonable skill and due care in providing data backup and cloud hosting services, SYSTEM ARCHITECTS DOES NOT GURANTEE OR WARRANT THAT ANY DATA, INFORMATION, DOCUMENTATION OR ANY OTHER CONTENT WHAT SO EVER BACKED UP OR HOSTED BY SYSTEM ARCHITECTS WILL NOT BE LOST, CORRUPTED, DAMAGED OR REMOVED.  IF SUCH AN EVENT WERE TO OCCUR, SYSTEM ARCHITECTS LIABILITY TO YOU FOR ANY AND ALL DIRECT, COMPENSATORY LOSS OR DAMAGES, UNDER ANY THEORY OF LAW OR EQUITY, WHETHER FOR BREACH OF CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE INTENDED FULFILLMENT OF ANY OF SYSTEM ARCHITECTS OBLIGATIONS UNDER THIS AGREEMENT, SHALL BE STRICTLY LIMITED IN THE AGGREGATE EQUAL TO THE AMOUNT OF ONE MONTHS FEE FOR THE PARTICULAR SERVICE UTILIZED BY YOU.

5. Restrictions on the Use of E-Mail, Data Backup and Private Cloud Hosting:

YOU shall be solely responsible for any liability, loss or damage in connection with use of E-Mail, hosted data or data backups. YOU agree to use these services as intended in a lawful manner and YOU shall be solely responsible for management of data stored on or transmitted by E-Mail.

YOU warrant to SYSTEM ARCHITECTS that YOU shall not conduct the following:

1. Selling products or services that are unlawful in the location at which the content is posted or received;
2. Incorporating into E-Mail any material, text, graphic, sound or animation in any form that, without limitation, may be obscene, defamatory, harassing, grossly offensive, malicious, or that actually or potentially infringes or misappropriates the copyright, trademark, proprietary or other intellectual property right of any third party;
3. Posting any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence;
4. Introducing viruses, worms, harmful code, trojan horses on the internet, and/or using any software or device to interfere or attempt to interfere with the proper functioning of any server or other internet facilities;
5. Harassment;
6. Sending E-Mail to any person who does not wish to receive it;
7. Sending unsolicited bulk mail messages (“junk mail” or “spam”) which, in SYSTEM ARCHITECTS’s sole judgment, is disruptive or generates a significant number of user complaints. This includes bulk-mailing of commercial advertising, informational announcements and political tracts;
8. Forwarding or otherwise propagating chain letters and pyramid schemes, whether or not the recipient wishes to receive such mailings;
9. Malicious email, such as “mailbombing” or flooding a user or site with very large or numerous pieces of email;
10. Forging of header information; or
11. Collecting replies to messages sent from another Internet Service Provider where those messages violate this Agreement or the Acceptable Use Policy of that other provider.

YOU also warrant to SYSTEM ARCHITECTS that YOU shall not host the following in connection with Data Backup or Hosted Data:

1. Data that compromises the copyrights, trade secrets, proprietary information and other intellectual property rights of third parties;
2. Data that is libelous or would constitute a defamation of character;
3. Data that would be deemed an invasion of third party privacy; or
4. Data that would be construed as pornographic in nature.

 

While SYSTEM ARCHITECTS does not routinely monitor accounts for violation of this Agreement, SYSTEM ARCHITECTS reserves the right to investigate suspected violations of this Agreement. At its sole discretion, if SYSTEM ARCHITECTS finds that the SA Offerings are being used in a way that violates this Agreement, SYSTEM ARCHITECTS may take necessary reasonable action that may include, but is not limited to immediate suspension or termination of YOUR services depending on the nature of the violation. SYSTEM ARCHITECTS may do so without notifying YOU and SYSTEM ARCHITECTS shall not have any liability for such actions taken with respect to violations.

SYSTEM ARCHITECTS will co-operate with law enforcement with respect to the prosecution of illegal activities as required by law.

6.TERMINATION:

If YOU wish to terminate this Agreement for YOUR use of the Website or any SA Offerings available for free through the Website, YOU may simply discontinue YOUR use of such SA Offerings. If YOU have purchased an SA Offering through the Website, and that purchase has a monthly fee for use, YOU must provide SYSTEM ARCHITECTS with at least thirty (30) days notice of termination. Such termination notice can be made at terminate@systemarchitects.ca Unless otherwise indicated in this Agreement, SYSTEM ARCHITECTS may terminate your access to the Website or any freely available SA Offerings available through the Website without cause or notice at their discretion.  If YOU have purchased an SA Offering with a monthly fee, then SYSTEM ARCHITECTS may terminate your access to that SA Offering with 30 days notice of such termination with our without cause.

7. Limitation of Liability:

UNDER NO CIRCUMSTANCES WILL SYSTEM ARCHITECTS, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE TO YOU FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES, COMPENSATION OR LOSS OF PROFITS, ANTICIPATED REVENUE, SAVINGS OR GOODWILL, OTHER ECONOMIC LOSS OF THE OTHER PARTY OR ANY COSTS, EXPENSES OR INTEREST RELATED THERETO, UNDER ANY THEORY OF LAW OR EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF

YOU SHALL NOT SEEK, APPLY FOR OR OTHERWISE CLAIM ANY EXEMPLARY, AGGRAVATED OR PUNITIVE DAMAGES WHATSOEVER, OR HOWSOEVER INCURRED, IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER;

YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND SYSTEM ARCHITECTS AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY ACTION, CLAIM, DEMAND OR LIABILITY, INCLUDING LEGAL FEES AND COSTS, ARISING FROM OR RELATING TO YOUR USE, ACTS OR OMISSIONS WITH RESPECT TO SYSTEM ARCHITECTS SERVICES.

8. No Waiver:

No failure on the part of SYSTEM ARCHITECTS to exercise, and no delay in exercising any right, power or partial exercise of any right, power or remedy will preclude any other or further exercise thereof or the exercise of any other right, power or remedy by SYSTEM ARCHITECTS.

9. Severability:

If any provision of this Agreement is determined to be invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision shall be deemed to be severed from the rest of this Agreement, and the remaining provisions shall not be affected.

10. Contra Proferentum Rule:

Should any provision of this Agreement require judicial interpretation, mediation or arbitration, it is agreed that the court, mediator or arbitrator interpreting or construing the same shall not apply a presumption that the terms thereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same, it be agreed that both parties, directly or through their agents, have participated in the preparation hereof.

11. Governing Law:

The construction, validity and performance of this Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.  The Parties hereby irrevocably agree to attorn to the jurisdiction of the courts of the Province of Ontario.

12. Survival: Sections 1, 2, 3, 4, 5, 7, 8, 9, 10, 11 and this Section 12 shall survive termination of this Agreement. Copyright:

All information, materials, documentation, images and all written content on the System Architects website (“SA Web Content”) are the property of System Architects and are subject to copyright unless otherwise indicated.

SA Web Content has been included for information purposes only and without the prior written approval of System Architects may not be reproduced, copied or redistributed in any manner. Nothing herein shall be construed as granting a right or license under, or to, any System Architects copyright.

All SA Web Content is Copyright © 2012 System Architects Inc. All Rights Reserved.

Trademarks:

All trademarks and logos used on the System Architects website are owned by their respective owners. System Architects Inc. does not grant any license or right to reproduce or use any of the trademarks or logos displayed on the System Architects website without the express permission of the owner.