These terms and conditions govern the sale of all products and services (“products”) by OptimumARC Inc. Products (“seller”) to you (“buyer”) and apply notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other document or communication (“purchase order”) from buyer. Submission by buyer to seller of an order shall constitute buyer’s acceptance of these terms and conditions. These terms and conditions may only be waived or modified in a written agreement signed by an authorized representative of seller. Neither seller’s acknowledgment of a purchase order nor seller’s failure to object to conflicting, contrary or additional terms and conditions in a purchase order shall be deemed an acceptance of such terms and conditions or a waiver of the provisions hereof.
1. YOUR ACCEPTANCE OF THESE CONDITIONS OF USE
These Conditions of Use are an Agreement between you and all persons you represent (and for purposes of these Conditions of Use, "person" includes natural persons and any type of incorporated or unincorporated entity) and OptimumARC Inc. Products regarding your access to and use of OptimumARC Inc.’s website and all content, information, products and services available on or through the website (collectively, the "Website"). These Conditions of Use also provide benefits to OptimumARC Inc. Products affiliates, service providers, suppliers and other persons. Each time you use the Website you signify your acceptance and agreement, and the acceptance and agreement of any person you purport to represent, to be bound by these Conditions of Use as they then read, and you represent and warrant that you have the legal authority to agree to and accept these Conditions of Use on behalf of yourself and any person you purport to represent. If you do not agree with each provision of these Conditions of Use, or you are not authorized to agree to and accept these Conditions of Use on behalf of the person you purport to represent, you may not access or use the Website. The Website is for convenience and informational purposes only and is not intended to convey advice or recommendations, or an offer to sell any product or service. These Conditions of Use are in addition to any other agreement you may have with OptimumARC Inc. Products, including a transaction agreement.
2. PERMISSION TO USE THE WEBSITE
You may use the Website only if you have reached the age of majority where you live and you can form legally binding contracts under applicable law. You may not use the Website if you live in a jurisdiction where access to or use of the Website or any part of it may be illegal or prohibited. It is solely your responsibility to determine whether your use of the Website is lawful, and you must comply with all applicable laws. OptimumARC Inc. Products reserves the right to request proof of identification and age (for example, proof of your ability to purchase certain games).
3. CHANGES TO THESE CONDITIONS OF USE
OptimumARC Inc. Products may, in its sole discretion, change these Conditions of Use from time to time as they relate to future use of the Website, by posting revised Conditions of Use on the Website. By using the Website after these revised Conditions of Use has been posted, you signify your acceptance and agreement to be bound by the revised Conditions of Use. You may not change these Conditions of Use in any manner.
4. OWNERSHIP AND PERMITTED USE OF THE WEBSITE
The Website (including all content, page headers, custom graphics, button icons, and scripts and the presentation, arrangement, coordination, enhancement and selection of such and other information in text, graphical, video and audio forms, images, icons, software, designs, applications, data, and other elements available on or through the Website) is the property of OptimumARC Inc. Products and others, and is protected by Canadian and international copyright, trademark and other laws. Your use of the Website does not transfer to you any ownership or other rights in the Website or its content. The Website is made available to you for your lawful, personal use only. You may use the Website only in the manner described expressly in these Conditions of Use and subject to all applicable laws. Using the Website for any other purpose or in any other manner is strictly prohibited. You may print Website pages provided that you do not modify any of the pages and you do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers. The Website and its content may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, without the express prior written consent of OptimumARC Inc. Products . You may not sell or resell any part of the Website or access to the Website. You may not use any of the software that is used in the operation or provision of the Website except while you are using the Website in accordance with these Conditions of Use.
5. MISPRINTS AND ERRORS, PRODUCT AVAILABILITY AND PRICES
OptimumARC Inc. Products endeavours to provide current and accurate information on the Website. However, misprints, errors, inaccuracies, omissions (including incorrect specifications for products) or other errors may sometimes occur. OptimumARC Inc. Products cannot guarantee that products and services advertised on the Website will be available when ordered or thereafter. OptimumARC Inc. Products does not warrant that the content of the Website including, without limitation, product descriptions or photographs, is accurate or complete. OptimumARC Inc. Products 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. The advertisements on the Website are invitations to you to make offers to purchase products and services on the Website and are not offers to sell.
6. NO LINKING, FRAMING, MIRRORING, SCRAPING, DATA-MINING OR POSTINGS
Links to the Website without the express written permission of OptimumARC Inc. Products are strictly prohibited. To request permission to link to the Website, please send an email to firstname.lastname@example.org. OptimumARC Inc. Products may in its discretion cancel and revoke any permission it may give to link to the Website at any time and without any notice or liability. The framing, mirroring, scraping or data-mining of the Website or any of its content in any form and by any means is strictly prohibited. You may not use any collaborative browsing or display technologies in connection with your use of the Website or to post comments, communications, or any other data of any kind to or on the Website with the intention that such postings may be viewed by other users of the Website.
7. LOGIN NAMES AND PASSWORDS
Certain areas and features of the Website are accessible only to users who have been issued a login name and password (collectively "Codes") by OptimumARC Inc. Products. For the purposes of accessing the Website, the Codes remain the property of OptimumARC Inc. Products and may be cancelled or suspended at any time by OptimumARC Inc. Products in its discretion without any notice or liability to you or any other person. OptimumARC Inc. Products is not under any obligation to verify the actual identity or authority of any person using Codes to access and use the Website. OptimumARC Inc. Products may act upon any communication that is given with the use of Codes. OptimumARC Inc. Products may in its discretion at any time require proof of the identity of any person seeking to access and use the Website, and may deny access to and use of the Website or parts of it or refuse to accept or act upon any communication if OptimumARC Inc. Products is not satisfied with such proof. If you have been issued Codes: (a) you are fully responsible and liable for the security of the Codes and any and all use and misuse of the Codes; (b) you will keep the Codes secure and confidential at all times and not disclose the Codes to any other person or permit any other person to use the Codes; (c) you will ensure that all uses of the Codes comply with these Conditions of Use; (d) once you have logged-on to the Website using the Codes, you will not leave the computer terminal used to access the Website unless and until you have terminated the session and logged-off the Website; and (e) you will immediately notify OptimumARC Inc. Products by telephone 416-848-0308 or email to: email@example.com if you know or suspect that any Codes have been lost or stolen or become known to or used by any other person.
8. SOFTWARE AGREEMENTS
OptimumARC Inc. Products may cause software to be available for you to download from the Website or through other Websites and Internet resources. The software is protected by copyright, and your downloading and use of the software is governed by the applicable transaction agreement and the Software Licence Agreement specific to the software. By downloading software, you signify your agreement and acceptance of the applicable transaction agreement and Software Licence Agreement.
9. UNSOLICITED SUBMISSIONS
In order to avoid potential misunderstandings or disputes, OptimumARC Inc. Products does not accept or consider unsolicited ideas or suggestions ("Submissions"). If you send Submissions to OptimumARC Inc. Products or the Website, you automatically grant (or warrant that the owner of the Submissions grants) to OptimumARC Inc. Products and its successors, assigns and licensees a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use and exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing any attribution or compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of OptimumARC Inc. Products or its successors, assigns and licensees, and you agree, represent and warrant that all moral rights in the Submissions are waived in favour of OptimumARC Inc. Products and its successors, assigns and licensees.
10. YOUR INFORMATION
All information you provide through the Website, including registration information (name and email address), payment information (credit card numbers and expiration dates), and transaction-related information, must be true, accurate, current and complete. OptimumARC Inc. Products will rely on the information you provide. You will be solely responsible and liable for any and all loss, damage, and additional costs that you, OptimumARC Inc. Products or any other person may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration information and payment information within 30 days of any change.
11. DISCLAIMERS, LIABILITY EXCLUSIONS/LIMITATIONS AND INDEMNITY
DISCLAIMERS YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF OR RELATING TO ACCURACY, ACCESSIBILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, PERFORMANCE OR DURABILITY, ALL OF WHICH ARE DISCLAIMED BY OptimumARC Inc. PRODUCTS TO THE FULLEST EXTENT PERMITTED BY LAW. • LIABILITY EXCLUSIONS OptimumARC Inc. PRODUCTS AND ITS PROVIDERS WILL NEVER BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE OR THESE CONDITIONS OF USE INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION OR GOODWILL, ANTICIPATED OR OTHERWISE, OR ECONOMIC LOSS, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY OptimumARC Inc. PRODUCTS OR ANY PERSON FOR WHOM OptimumARC Inc. PRODUCTS IS RESPONSIBLE, AND EVEN IF OptimumARC Inc. PRODUCTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED. • ACKNOWLEDGEMENT AND EXCLUSION BY STATUTE IN CERTAIN JURISDICTIONS THE EXCLUSION OF CERTAIN WARRANTIES AND THE LIMITATION OF CERTAIN LIABILITIES IS PROHIBITED IN SOME JURISDICTIONS. THESE STATUTORY PROHIBITIONS MAY APPLY TO YOU.
12. PERSONAL INFORMATION PRIVACY
13. OTHER SITES/RESOURCES
For your convenience, the Website may include links or references to other Internet sites or resources and businesses operated by other persons (collectively "Other Sites"). Other Sites are independent from OptimumARC Inc. Products, and OptimumARC Inc. Products has no responsibility or liability for or control over Other Sites, their business, goods, services, or content. OptimumARC Inc. Products does not sponsor or endorse Other Sites or their business, goods, services, or content, unless expressly indicated in writing. Your use of Other Sites and your dealings with the owners or operators of Other Sites is at your own risk, and you will not make any claim against OptimumARC Inc. Products arising from, connected with, or relating to your use of Other Sites or your dealings with the owners or operators of Other Sites. As between you and OptimumARC Inc. Products, these Conditions of Use, with all necessary modifications, apply to your access and use of any Other Sites and their business, goods, services and content.
Notwithstanding any other provision of these Conditions of Use, OptimumARC Inc. Products may in its discretion change,
discontinue, modify, restrict, suspend or terminate the Website or any part of it without any notice or liability to you or any other person. OptimumARC Inc. Products may in its discretion and for its convenience at any time immediately terminate, temporarily or permanently, these Conditions of Use or your permission to access and use the Website without any notice or liability to you or any other person. If these Conditions of Use or your permission to access or use all or any part of the Website is terminated for any reason, then these Conditions of Use and all other then existing agreements between you and OptimumARC Inc. Products will continue to apply and be binding upon you regarding your prior access to and use of the Website, and anything connected with, relating to or arising therefrom.
15. GOVERNING LAW AND DISPUTE RESOLUTION
These Conditions of Use, your access to and use of the Website, and all related matters are governed solely by the laws of Ontario, Canada and applicable federal laws of Canada (and in the case of use of the Website in Quebec by residents of Quebec, by the laws of Quebec and the applicable federal laws of Canada). Any dispute between you and OptimumARC Inc. Products or any other person arising from, connected with or relating to the Website, these Conditions of Use, or any related matters (collectively "Disputes") will be resolved before the Courts of Ontario, sitting in the City of Toronto (and in the case of use of the Website in Quebec by residents of Quebec, before the Courts of Quebec, sitting in the City of Montreal), and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of all Disputes.
16. OTHER MATTERS
If any provision of these Conditions of Use is held to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from these Conditions of Use and the remaining provisions will continue in full force and effect .
These Conditions of Use enure to the benefit of and are binding upon each of OptimumARC Inc. Products and its successors, assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns and personal representatives. You may not assign these Conditions of Use or the rights and obligations under these Conditions of Use. OptimumARC Inc. Products may assign these Conditions of Use and its rights and obligations under these Conditions of Use without your consent.
No consent or waiver by any party to or of any breach or default by any other party in its performance of its obligations under these Conditions of Use will be: (a) deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party; or (b) effective unless in writing and signed by all parties.
The parties have expressly requested and required that these Conditions of Use and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressément que ces Conditions d'usage et tous les documents qui s'y rapportent soient rédigés en anglais.
Any rights not expressly granted by these Conditions of Use are reserved to OptimumARC Products.