INK USER AGREEMENT
THE FOLLOWING TERMS AND CONDITIONS SHALL GOVERN YOUR RIGHT AND LICENSE
TO USE THE INK SERVICES. BY COMPLETING THE SUBSCRIPTION PROCESS AND
USING THE INK SERVICES, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF
THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE INK SERVICES. YOU
ARE BOUND BY THIS AGREEMENT EVEN IF YOU DO NOT READ ALL OF THE TERMS.
1. INTRODUCTION
The information products and services provided by INK Research Corp.
(hereinafter referred to as "INK") via this
website (the "INK Website") are offered to
you (hereinafter referred to as the "User")
conditioned on your acceptance without modification of the terms, conditions,
and notices contained herein.
2. RIGHT TO USE
INK grants User a non-exclusive, non-transferable right in accordance
with this Agreement to access and use the INK Services, found in either
the public portion of the INK Website (where no paid subscription is
required) or within the portion of the INK Website accessible only by
paying subscribers. INK reserves all rights not specifically granted
herein. The INK Services include: (i) all information, data and calculations
contained in INK’s databases, and on the INK Website; (ii) any
information provided to Users by INK through any other medium such as
email or hard copy; (iii) other products or services offered to Users
from time to time by INK. The right to access and use the INK Services
is personal to each User and is not transferable by assignment, sublicense,
or any other method to any other person or entity.
3. PAYMENT TERMS
For the purposes of this Agreement, "Subscription Plan"
shall mean the specific subscription plan offered by INK that is selected
by the User. The User shall have an initial trial period of two (2)
weeks (the "Trial Period"), unless otherwise
agreed to by the parties, during which the User can access and use the
INK Services for evaluation purposes only. Following the Trial Period,
the User will pay all charges, fees, duties, taxes, interest and assessments
(for late payments or otherwise) arising out of User's use of the INK
Services as described in the INK Website or as otherwise agreed to by
the parties, and User's account will be charged by the means and terms
of payment set out in the applicable Subscription Plan. User is financially
responsible for its, his or her use of the INK Services, as well as
the use of User's account by others having access through the User's
facilities. Only one Trial Period is available to each User. Multiple Trial
Periods for the same User are not permitted in any time frame or under any
circumstance unless otherwise specifically agreed to by INK and the User.
4. USER INFORMATION
User shall provide INK with accurate, complete, and updated information
as to his or her real name, a valid email address, postal address and
phone number provided by User at registration. In each case, failure
to do so shall constitute a breach of this Agreement. No User may (i)
select or use a username or email address of another person with the
intent to impersonate that person or entity; (ii) use a username or
email address which is subject to the rights of any person other than
User without authorization; (iii) use a username in violation of the
intellectual property rights of any person; or (iv) use a username that
INK, at its sole discretion, deems offensive.
5. NOT TRANSFERABLE
User acknowledges that his or her right to use the INK Services is
unique to User and is not transferable by assignment, sublicense, or
any other method to any other person or entity. Any attempt to transfer
User's right to use the INK Services is void and shall constitute a
breach of this Agreement.
6. NATURE OF INK SERVICES
INK provides general information to Users. INK is not an investment
advisory service, a financial planner, an investment advisor nor a
securities advisor. INK does not purport to tell people, or suggest
to people, what they should buy or sell for themselves. Opinions and
recommendations contained herein should not be construed as investment
advice. Do not assume that any recommendations, insights, charts,
theories, or philosophies will ensure profitable investment.
Users should always consult with and obtain advice from their professional
licensed financial advisor, including their tax advisor, to determine
the suitability of any investment. INK recommends that anyone making
an investment or trading securities do so with caution. Users should
perform full due diligence and investigate any security fully before
making an investment or before the execution of a security trade based
upon information learned through the INK Services. Users should obtain
annual reports and other company information to complete their own
due diligence in any investment. Neither INK nor anyone affiliated
with INK is responsible for any investment decision made.
INK has made all reasonable efforts to ensure that all information
provided via the INK Services is accurate at the time of inclusion;
however, there may be inadvertent and occasional errors. INK makes no
guarantee of accuracy or completeness. All information and opinion expressed
herein is subject to change without notice.
7. COPYRIGHT & TRADE-MARKS
User acknowledges and agrees that the information available via the
INK Services (the "Information") and the
software which powers the INK Website and databases is the property
of INK or its licensors and is protected by copyright under applicable
laws, treaties, and conventions, and other applicable intellectual property
laws.
"INK Research", "Page10", ”Canadianinsider"
and any INK logos (the "INK Trade-marks")
are trade-marks owned by INK Research Corp. User will not contest or
impair the rights of INK in any of the INK Trade-marks. Other trade-marks
are the property of their respective owners.
User acknowledges and agrees that: (i) no transfer of title to any
compilations of the Information is granted by INK; (ii) INK and/or its
suppliers including the Alberta Securities Commission. have proprietary interests in such Information;
(iii) the INK Services and the Information were and are developed, compiled,
prepared, revised, selected and arranged by INK through the application
of methods and standards of judgment developed and applied through the
expenditure of substantial time, effort and money and constitute valuable
intellectual property and trade secrets of INK and others; and (iv)
User’s use of such Information is subject to the limitations set
out in this Agreement. The User agrees to protect the proprietary rights
of INK and others having rights in the INK Services during and after
termination of this Agreement.
8. LIMITATIONS OF USE
The User may use the INK Services for his or her own internal and
individual use, which means access to and use of the INK Services
within the User’s entity for the preparation of internal research
documents, reports and analysis.
User will not, directly or indirectly, in any medium or by any means
whatsoever, sell, copy, assign, provide or permit access to, transmit,
publish, repackage, retransmit, resell or otherwise disseminate all
or any part(s) of the INK Services or the Information to any third
party or affiliate of the User, or wholesale all or any part(s) of
the INK Service or the Information, without the prior written consent
of INK, including Derived Information (Information used by the User
to carry out calculations and to display the results).
In addition to complying with this Agreement, you shall use the INK
Web Site for lawful purposes only. You agree to only use information
contained in the INK Services for the purposes as set out in section
6.2 of COMPANION POLICY 55-102CP TO NATIONAL INSTRUMENT 55-102 of the
Canadian Securities Administrators and to comply with all privacy laws.
You agree not to introduce into
or through the INK Web Site any information or materials which may
be harmful to others. You may not use the INK Web Site in any manner
which could damage, disable, overburden, or impair the INK Web Site
or interfere with any other person's use of the INK Web Site. You
may not use any robot, spider or other automatic device, software
program or manual process to monitor, copy or interfere with any web
pages on the INK Web Site.
In the event the User is in breach of the foregoing provisions, and
notwithstanding any other remedies that INK may have hereunder, the
User shall indemnify INK for any damages suffered by INK arising out
of such a breach, including any applicable charges or costs, together
with interest, that are incurred by or imposed on INK by its suppliers
in respect of any unauthorized dissemination, receipt or use of any
Information or Derived Information.
9. IMPORTANT: DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
USER EXPRESSLY AGREES THAT USE OF THE INK SERVICES IS AT HIS OR HER
SOLE RISK. NEITHER INK, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS,
OR LICENSORS WARRANTS THAT USE OF THE INK SERVICES WILL BE UNINTERRUPTED
OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT
MAY BE OBTAINED FROM USE OF THE INK SERVICES OR AS TO THE ACCURACY,
RELIABILITY, OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED VIA
THE INK SERVICES.
THE INK SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH
ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER APPLICABLE
LAW.
THE DISCLAIMERS OF LIABILITY CONTAINED IN THIS SECTION APPLY TO ANY
DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION,
INTERRUPTION, CANCELLATION, DELETION, DEFECT, DELAY IN OPERATION OR
TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR
DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY
RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE,
OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES
THAT INK IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT
OF THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FORGOING RESTS
ENTIRELY WITH EACH USER.
IN NO EVENT WILL INK OR ANY PERSON OR ENTITY INVOLVED IN CREATING,
PRODUCING, OR DISTRIBUTING THE INK SERVICES BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING
BUT NOT LIMITED TO LOST PROFITS OR TRADING LOSSES) RELATED TO THE
USE OF THE INK SERVICES.
INK NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY
OF ANY OPINION, OR STATEMENT PROVIDED VIA THE INK SERVICES. UNDER
NO CIRCUMSTANCES WILL INK BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED
BY A USER’S RELIANCE ON INFORMATION OBTAINED VIA THE INK SERVICES.
IT IS THE RESPONSIBILITY OF EACH USER TO EVALUATE THE ACCURACY, COMPLETENESS,
OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, OR OTHER CONTENT
AVAILABLE THROUGH THE INK SERVICES.
INK DOES NOT ENDORSE, WARRANT, OR GUARANTEE ANY PRODUCT OR SERVICE
THAT MAY BE OFFERED BY A THIRD PARTY THROUGH THE INK WEBSITE AND WILL
NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN USERS
AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE
OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT,
USER SHOULD USE HIS OR HER BEST JUDGMENT AND EXERCISE CAUTION WHERE
APPROPRIATE.
USER SPECIFICALLY ACKNOWLEDGES THAT IN NO EVENT WILL INK, ITS AFFILIATES,
OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS
BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
DAMAGES ARISING OUT OF (i) THE USE BY USER OF ANY BROWSERS OWNED OR
OPERATED BY ANY PARTY AND/OR (ii) THE DOWNLOADING OF ANY SOFTWARE
OWNED OR OPERATED BY ANY THIRD PARTY IN CONNECTION WITH THE INK SERVICES.
USER AGREES THAT THE MAXIMUM AGGREGATE LIABILITY OF INK, ITS AFFILIATES,
LICENSORS (IF ANY) OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES
OR AGENTS, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT,
TORT, OR OTHERWISE) IN ANY WAY CONNECTED WITH THE INK SERVICES SHALL
NOT EXCEED THE AMOUNT OF FEES THE USER ACTUALLY PAID TO INK FOR THE
INK SERVICES IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE
DATE ON WHICH THE CLAIM ARISES (SUCH FEES TO BE PRORATED ACCORDINGLY
IF FEES ARE PAID ON AN ANNUAL OR NON-MONTHLY BASIS BY THE USER).
10. BASIS OF AGREEMENT
USER HAS ACCEPTED THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATION
OF LIABILITY AS PART OF THE BASIS OF THE AGREEMENT BETWEEN USER AND
INK. USER UNDERSTANDS THAT THE SERVICE FEES AND CHARGES HEREUNDER WOULD
BE HIGHER IF INK WERE REQUIRED TO BEAR LIABILITY FOR SUCH DAMAGES.
11. INDEMNIFICATION
User agrees to indemnify and hold INK, its directors, officers, employees,
and agents harmless from and against any and all claims, damages, obligations,
losses, liabilities, costs or debt, and expenses (including but not
limited to legal fees) arising from User's use of the INK Services or
from User's violation of this Agreement or any third party's rights
including but not limited to copyright, property, and privacy rights.
This indemnification will survive this Agreement and User's use of the
INK Services.
12. LINKS TO THIRD-PARTY SITES
There may be links from the INK Website to third-party sites or pages,
the contents of which are not verified, maintained, controlled or
supervised by INK. Such hyperlinks are provided for User's reference
only. INK is not responsible for and assumes no liability for the
accuracy, completeness or timeliness of the information or contents
of any linked sites or pages. The inclusion of any link on the INK
Website does not imply that INK recommends, approves or endorses the
linked site or pages. Any concerns regarding any external link should
be directed to its respective site administrator.
13. MODIFICATION AND AVAILABILITY OF THE SYSTEM
User understands and acknowledges that INK may periodically modify
the INK Website and/or the INK Services, and that those modifications
may create substantial differences in how the INK Website operates or
the features that it offers, including content, hours of availability,
and equipment needed to access or use. The availability of the INK Website
depends on many factors, including User's connection to the Internet,
the availability of the Internet and the Internet backbone, and equipment
that, by its nature, is not fault tolerant.
14. MODIFICATION OF THIS AGREEMENT
INK may change, modify, add or remove portions of this Agreement at
any time. INK will notify User of any changes to this Agreement by posting
notice of such changes on the INK Website or sending notice via email
or postal mail. User agrees to review the terms and conditions periodically
to be aware of such revisions. User's continued use of the INK Services
following notice of such change means that User agrees to and accepts
the Agreement as amended. If User does not agree to any modification
of this Agreement, User must immediately stop using the INK Services
and notify INK that he or she is terminating this Agreement.
15. TERMINATION & SURVIVAL OF CERTAIN TERMS
Either INK or User, or in the case of an organizational account,
the administrator of such account, may terminate this Agreement at
any time. User may terminate User's subscription by accessing User's
on-line account and unsubscribing to the INK Services, or by providing
written notice to INK.
All terminations shall be effective at the end of the billing
period in which such termination was effected. INK will not, under
any circumstances, provide any refunds in connection with the termination
of any Subscription Plans paid by User via credit card on-line payments.
User's only right with respect to any dissatisfaction with (i) any
terms and conditions of this Agreement, (ii) any policy or practice
of INK in operating the INK Website, (iii) content available through
the INK Website or any change therein, or (iv) amount or type of fees
or billing methods, or any change thereof, is to terminate this Agreement
in accordance with this Section 15. INK has no obligation to provide
User with notice of termination.
The terms of the sections of this Agreement entitled Copyright &
Trade-marks, Limitations of Use, Disclaimers of Warranties and Limitation
of Liability, and Indemnification, shall remain in effect after this
Agreement has been terminated by INK or by User.
16. EQUIPMENT
Each User shall be responsible for obtaining and maintaining all telecommunications,
computer hardware and other equipment needed for access to and use of
the INK Services, and User shall be responsible for all charges related
thereto.
17. PRIVACY
Each User hereby agrees and consents to the collection, use and disclosure
of his or her personal information in accordance with the terms of the
INK Privacy Policy, which is available at www.inkresearch.ca
and the terms of the INK Privacy Policy are hereby incorporated herein
by reference.
18. APPLICABLE LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with
the laws of THE PROVINCE OF BRITISH COLUMBIA, without regard to its
conflict of laws rules.
With respect to any claim, dispute or controversy arising out of or
relating to a breach by User of any intellectual property rights of
INK or a third party or any limitations of use provisions of this Agreement,
including without limitation any breach by User of Sections 4(iii),
5, 7 or 8 of this Agreement (an "Intellectual Property
Claim"), the parties submit to the exclusive jurisdiction
of the courts of British Columbia. In the event of any Intellectual
Property Claim, INK may seek and obtain any provisional or final remedy
or relief, including, without limitation, injunctive relief, from any
court of competent jurisdiction, as may be necessary in INK's sole judgment
to protect its intellectual property rights, or to enforce its contractual
rights hereunder in the event of any breach hereof, or in order to protect
against actual or threatened conduct that would cause or be likely to
cause loss or damage if allowed to continue. User acknowledges that
in the event of any Intellectual Property Claim, INK may suffer damages,
irreparable harm and have no adequate remedy at law. In such event or
the threat of any such event, INK will be entitled (in addition to any
and all other remedies) to injunctive relief, specific performance and
other equitable remedies without proof of monetary damages or the inadequacy
of other remedies.
Except in the case of an Intellectual Property Claim, any other claim,
dispute or controversy (whether in contract or tort, pursuant to statute,
regulation or otherwise, and whether pre-existing, present or future)
arising out of or relating to: (a) this Agreement; (b) the INK Services;
(c) oral or written communications, statements, advertisements, or promotions
relating to the INK Services or this Agreement; or (d) the relationships
which result from this Agreement (including relationships with third
parties who are not signatories to this Agreement) (collectively the
"Claim") will be referred to and determined
by arbitration (to the exclusion of the courts). User agrees to waive
any right he or she may have to commence or participate in any class
action against INK relating to any Claim and, where applicable, User
agrees to opt out of any class proceedings against INK.
If User has a Claim, User should give written notice to arbitrate to
INK at the address set out in Section 22 and if INK has a Claim then
INK will give written notice to arbitrate to User at his or her address.
Arbitration of Claims will be conducted in the forum and pursuant to
the rules that may be agreed upon by INK and User and failing such agreement,
the arbitration shall be conducted in English, in the city of Vancouver,
British Columbia, pursuant to the Shorter Rules for Domestic Commercial
Arbitration of the British Columbia International Commercial Arbitration
Centre.
19. MISCELLANEOUS
User must be at least 18 years of age and able to enter into binding
contracts. The INK Website is not available for use by minors. User
represents and warrants that it has the authority to enter into this
Agreement, whether in writing or in electronic form. If accepted by
User, this Agreement will constitute a valid and binding obligation
on both parties, enforceable in accordance with its terms.
This Agreement and the Terms of Use applying to the INK Website constitute
the entire agreement of the parties with respect to the subject matter
hereof, and supersede all previous written or oral agreements between
the parties with respect to such subject matter. In the event of any
inconsistency between the terms of this Agreement and the Terms of Use
applying to the INK Website, the terms of this Agreement shall prevail.
No waiver by either party of any breach or default hereunder shall be
deemed to be a waiver of any preceding or subsequent breach or default.
The invalidity or unenforceability of any provision or covenant in this
Agreement shall not affect the validity or enforceability of any other
provision or covenant herein, and this Agreement shall be construed
as if such invalid or unenforceable provision or covenant were omitted.
The section headings used herein are for convenience only and shall
not be given any legal import. The parties to this Agreement have required
that this Agreement and all deeds, documents and notices relating to
this Agreement, be drawn up in the English language. Les parties aux
présentes ont exigé que le présent contrat et tous
autres contrats, documents ou avis afférents aux présentes
soient rédigés en langue anglaise.
20. NO PARTNERSHIP, JOINT VENTURE OR FIDUCIARY RELATIONSHIP
Nothing contained in this agreement is to be deemed or construed
to create between the parties a partnership, joint venture, agency
or fiduciary relationship, and the parties do not intend to create
any such relationship by this agreement. No party has the authority
to act on behalf of any other party, or to commit any other party
in any manner at all or cause any other party's name to be used in
any way not specifically authorized by this agreement.
21. FORCE MAJEURE
INK shall not be liable for delay or failure of performance of any
of the acts required by this Agreement when such delay or failure
arises from circumstances beyond the control and without the gross
negligence or wilful misconduct of INK. Such causes may include, without
limitation, acts of God, acts of government in its sovereign or contractual
capacity, acts of a public enemy, acts of civil or military authority,
war, riots, civil strife, terrorism, blockades, sabotage, rationing,
embargoes, epidemics, earthquakes, fire, flood, quarantine restrictions,
power shortages or failures, utility or communication failures or
delays, labour disputes, strikes, or shortages, supply shortages,
equipment failures, or solitary malfunctions. The time for performance
of any act delayed by such events may be postponed for a period equal
to the delay.
22. CONTACT INFORMATION.
If you have any questions about the INK Services, this Agreement, or
if you want to contact INK for any reason, please direct all correspondence
to: services@inkresearch.ca or by postal mail to INK Research Corp.
c/o 700 - 401 West Georgia Street Vancouver, BC. Canada. V6B 5A1.
User Agreement Version 2.4