Terms & Conditions
Terms and Conditions: Metcove.com Services
IMPORTANT - PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY WHEN REGISTERING/SUSCRIBING AND/OR ORDERING THE LISTED SERVICES AND/OR SOFTWARE FROM METCOVE.COM. These terms and conditions ("Terms") govern the usage and the licensing of METCOVE and the METCOVE® service. The "Software" and together with the Service, ("the Products") covered by an order by you (herein, "You" or "Your") referencing this form and accepted by METCOVE. BY SIGNING OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AUTHORIZED TO SIGN FOR AND BIND YOURSELF AND ANY OTHER PARTY ON WHOSE BEHALF YOU USE THE SERVICE AND/OR SOFTWARE (THE "CONTRACTING PARTY") AND (II) AGREE FOR YOURSELF AND THE CONTRACTING PARTY TO BE BOUND BY ALL OF THESE TERMS, INCLUDING THE DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY SECTIONS SET FORTH BELOW, TO THE EXCLUSION OF ANY OTHER RIGHTS AND OBLIGATIONS, SUCH AS THOSE LISTED ON A PURCHASE ORDER. METCOVE reserves the right, exercised in its sole discretion, to change, modify, add, or delete portions of these Terms at any time in accordance with the procedures set forth below in the section labeled "Modifications".
To use the Products, You and the Contracting Party may be required to submit a complete registration form ("Registration Form"). As part of this registration process for, You and the Contracting Party agree to: (i) provide certain limited information about Yourself and the Contracting Party as prompted to do so by during the registration or thereafter by the Service (such information to be current, complete and accurate) and (ii) maintain and update this information as required to keep it current, complete and accurate. The information requested at the time of the original signup shall be referred to as registration data ("Registration Data"). You may not register if you are under 18 years of age. By registering, you and the Contracting Party represent to METCOVE that You are 19 years of age or older. If METCOVE discovers that any of Your Registration Data is inaccurate, incomplete or not current, or if METCOVE determines, in its sole discretion, that You or the Contracting Party are not an appropriate subscriber or user of the Service, METCOVE may terminate all rights to access, receive, use and license the Service and Software immediately upon notice.
You and the Contracting Party are solely responsible for the content of your transmissions when using the Products. METCOVE does, however, reserve the right to take any action with respect to the same that METCOVE in its sole discretion deems necessary or appropriate. The use of the Products by You and the Contracting Party is subject to the end user license agreement set forth below and all applicable local, Provincial, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). You and the Contracting Party agree: (i) to comply with all applicable Canadian laws, rules and other regulations app; (ii) not to post, distribute, or otherwise make available or transmit any software or other computer files that contain a virus or other harmful component; (iii) not to use the Products for illegal purposes; (iv) not to delete from the Software, documentation or any web site used in connection with the Service any legal notices, disclaimers, or proprietary notices such as copyright or trademark symbols, or modify any logos that You do not own or have express permission to modify; (v) not to interfere or disrupt networks connected to the Service; (vi) not to use the Service or Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (vii) not to transmit any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. You and the Contracting Party will not attempt to gain unauthorized access to other computer systems or interfere with another user's use and enjoyment of the Service.
METCOVE may amend these Terms at any time by (i) posting a revised Terms document on or accessible through http://www.metcove.com and/or (ii) sending information regarding the Terms amendment to the email address You provide to METCOVE. You and the Contracting Party manifest intent to accept these amended terms if You or the Contracting Party continues to use any of the Products after such amended terms have been posted or sent to You or the Contracting Party. If You or the Contracting Party do not agree with any such modifications You shall notify METCOVE during that 30 day period and at the end of the 30 day period these Terms shall be deemed terminated unless METCOVE agrees to waive such modifications to which You object. Otherwise, these Terms may not be amended except in writing signed by both parties. Further, METCOVE reserves the right to modify or discontinue the Service with or without notice to You or the Contracting Party. METCOVE shall not be liable to You and the Contracting Party or any third party should METCOVE exercise its right to modify or discontinue the Service.
4. Passwords and Security
4.1 As part of the registration process for the Service, You and the Contracting Party must use a user name and password for access to Your account and to Your designated subscription services indicated on your registration form(s). You and the Contracting Party agree to carefully safeguard all of Your passwords. You and the Contracting Party are solely responsible if You or the Contracting Party do not maintain the confidentiality of Your passwords and account information. Furthermore, You and the Contracting Party are solely responsible for any and all activity that occurs under Your account. You and the Contracting Party agree immediately to notify METCOVE of any unauthorized use of Your account or any other breach of security known to You or the Contracting Party, including if You or the Contracting Party believe that Your password or account information has been stolen or otherwise compromised. Access to, and use of, password-protected and/or secure aspects of the Service is restricted to authorized users only. Unauthorized individuals attempting to use the Service may be subject to prosecution.
4.2 METCOVE is not liable for any loss incurred by You or the Contracting Party, resulting from another's use of Your password or account, either with or without Your knowledge. However, You and the Contracting Party may be held liable for losses incurred by METCOVE or another party due to another's use of Your account or password. You and the Contracting Party shall not access or use someone else's account at any time, without the permission of the account holder.
4.3 METCOVE does not send emails asking for a user's username and password or its Windows username and password. To keep the Service secure, You and the Contracting Party should keep all usernames and passwords confidential.
5. End User License Agreement
This end user license agreement grants a right and license allowing You and the Contracting Party to use the Software and other software associated with the Service (together, the "Licensed Programs") under certain restrictions, terms and conditions (the "License Agreement"). You and the Contracting Party are consenting to be bound by this License Agreement.
5.1 The Licensed Programs are made available solely for use by You and the Contracting Party according to this License Agreement. Any reproduction or redistribution of the Licensed Programs that is not in accordance with this License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Metcove.com is not transferring title to the Licensed Programs to You or the Contracting Party.
5.2 You and the Contracting Party acknowledge that the Licensed Programs are proprietary to METCOVE or its suppliers and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. Therefore, You and the Contracting Party agree that You and the Contracting Party are only permitted to use the Licensed Programs as expressly authorized by METCOVE and this License Agreement. You and the Contracting Party may not remove any proprietary notices or labels from the Licensed Programs. You may copy the Licensed Programs for archival purposes only, provided any copy must contain all original proprietary notices. However, You and the Contracting Party may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce the Licensed Programs to a human-readable form. You and the Contracting Party may not reproduce (except for archival purposes), distribute or create derivative works based on the Licensed Programs without expressly being authorized in writing to do so by Metcove. Further, You and the Contracting Party may not rent, lease, grant a security interest in or otherwise transfer rights to the Licensed Programs. All rights not expressly granted in this License Agreement are reserved to Metcove and its suppliers.
5.3 ALL CONTENT ON WEB SITES ASSOCIATED WITH THE SERVICE IS PROTECTED BY COPYRIGHT AND/OR TRADEMARK LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION OR CONTENT ON SUCH SITES MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM LMI YOU, THE CONTRACTING PARTY AND ANY OTHER VISITOR OR USER ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON SUCH SITES FOR ANY PUBLIC OR COMMERCIAL PURPOSE.
6. Disclaimer of Warranties
6.1 Although METCOVE has attempted to provide accurate information with regard to the Products, METCOVE assumes no responsibility for the accuracy or inaccuracy of the information. METCOVE may change the Products at any time without notice. Mention of non- METCOVE products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. Use of the Products is at Your and the Contracting Party's risk.
6.2 ALL INFORMATION, SERVICE, DOCUMENTATION AND PRODUCTS PROVIDED BY METCOVE PURSUANT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
7. Limitations of Damages and Liability
7.1 METCOVE AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT PRODUCT OR SERVICE, LOSS OR DAMAGE TO INFORMATION OR DATA ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL METCOVE BE LIABLE FOR DAMAGES RESULTING FROM USE OF THE PRODUCTS, OR RELIANCE ON THE INFORMATION PRESENTED IN CONNECTION WITH THE PRODUCTS, EVEN IF METCOVE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 IN NO EVENT SHALL METCOVE?s TOTAL LIABILITY FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER, IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU PAID TO METCOVE, IF ANY, FOR THE PRODUCTS DURING THE 12 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE ABOVE LIMITATIONS OF LIABILITY, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
7.3 ALL DISCLAIMERS, LIMITATIONS OF WARRANTIES AND DAMAGES, AND CONFIDENTIAL COMMITMENTS SET FORTH IN THESE TERMS OR OTHERWISE EXISTING AT LAW (1) ARE OF THE ESSENCE OF THE AGREEMEN OF THE PARTIES, AND (2) SURVIVE ANY TERMINATION, EXPIRATION OR RESCISSION OF THESE TERMS.
Title, ownership rights and intellectual property rights in the Products shall remain with METCOVE. The Products are protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Service is the property of the applicable content owner and is protected by applicable law. The License granted under these Terms gives the You and the Contracting Party no rights to such content. METCOVE, associated logos, and other names, logos, icons and marks identifying METCOVE?s products and services are trademarks or service marks of METCOVE (collectively the "Trademarks") and may not be used without the prior written permission of METCOVE All other product names mentioned are used for identification purposes only and may be trademarks of their respective holders. Nothing should be construed as granting, by implication, or otherwise, any license or right to use any Trademark without the written permission of METCOVE or such third party that may own the Trademarks. Use by You and the Contracting Party of the Trademarks except as provided in these Terms is strictly prohibited.
9. Fees and Renewals
Annual Subscription By Invoice. In the event that Your subscription to the Service is for a year and the initial payment is by check or bank draft against an invoice from METCOVE, Your subscription will automatically renew at the beginning of each subsequent anniversary year unless You or Metcove.com give prior written (including email) notice of non-renewal at least thirty (30) days prior to the expiration of the current year subscription. Upon any annual renewal, the payment arrangements in place for the prior subscription year shall remain in place, unless You and METCOVE agree otherwise.
METCOVE may immediately terminate this subscription, license and right to use the Service and Software if (i) You or the Contracting Party breach these Terms; (ii) METCOVE is unable to verify or authenticate any information You provide to METCOVE; (iii) such information is or becomes inaccurate; or (iv) METCOVE decides, in its sole discretion, to discontinue offering the Service. METCOVE shall not be liable to You, the Contracting Party or any third party for termination of the Service. Upon expiration or termination for any reason, You and the Contracting Party are no longer authorized to use the Products. When these Terms is terminated and/or Your subscription is canceled, You will no longer have access to data and other material You or the Contracting Party have stored in connection with the Service and that material may be deleted by METCOVE. All disclaimers, limitations of warranties and damages, and confidential commitments set forth in these Terms or otherwise existing at law survive any termination, expiration or rescission of these Terms.
13.1 These Terms represents the complete agreement concerning the subject matter of the Terms and license granted hereunder and, except as set forth herein, may be amended only by a writing executed by both parties.
13.2 These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada, without giving effect to any principles of conflict of law. You and the Contracting Party agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the Province of Ontario, in the City of Ottawa, and You and the Contracting Party hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
13.3 If any of the provisions of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
13.4 Notices by METCOVE to You or the Contracting Party may be sent to the email address You provide on the Registration Form. All other notices in connection with these Terms shall be in writing and sent by first class mail or certified mail (receipt being deemed 72 hours after postage and return receipt requested) or personally delivered at the address of the parties provided to the other party.
15. Force Majeure
No party shall be liable for any performance failure, delay in performance, or lost data under these Terms (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by (i) failures of Software or other computer programming, (ii) natural weather events, or (iii) any other causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under these Terms, provided that in any such event, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon.© 2010 METCOVE.COM All rights reserved.