This Agreement sets forth the terms and conditions that govern your access and use of the Web Sites governed by IVF Canada. These Terms and Conditions of Use (“Terms and Conditions”) apply to your use of and registration with ivfcanada.com (the “Site”). By accessing or using the site, you agree to be bound by the terms and conditions set forth below, without limitation or qualification. If you do not agree to the Terms and Conditions, do not use the Site. If, at any time, any part of the Terms and Conditions is no longer acceptable to you, immediately terminate your use of the Site. IVF Canada may modify this agreement at any time, and such modifications shall be effective immediately upon posting of the modified agreement on the site. You agree to review the agreement periodically to be aware of such modifications and your continued access or use of the site shall be deemed your conclusive acceptance of the modified agreement.
1. Copyright, Licenses and Idea Submissions
This Site and all the information it contains, or may in the future contain, including, but not limited to, articles, memoranda, bulletins, reports, press releases, opinions, text, directories, guides, photographs, illustrations, trademarks, trade names, service marks and logos (collectively, the “Content”), is the property of IVF Canada. Domestic and International copyright and trademark laws protect the entire contents of the Site.
Subject to your full compliance with these terms, IVF Canada authorizes you to view the Content, make a single copy of it, and print that copy, but only for your own lawful, personal, noncommercial use, provided that you maintain all copyright, trademark and other intellectual property notices contained in such Content, and provided that the Content, or any part thereof, is not modified.
2. Access to this site
IVF Canada reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of the Site at any time for any reason without prior notice or liability and without any obligation to refund any portion of fees paid for any product or service.
IVF Canada may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any Site feature, database, or content, without prior notice or liability.
This Site may become unavailable due to maintenance or malfunction of computer equipment or for other reasons and may result in damages to the user’s systems or operations. You also understand that IVF Canada cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.
IVF Canada may provide you with links to third party Web sites, and some of the Content appearing to originate from the Site may be supplied by third party Content providers. IVF Canada makes no representations whatsoever about any other web site which you may access through this one. When you access a non-IVF Canada web site, please understand that it is independent from IVF Canada, and that IVF Canada has no control over the content on that web site, even if IVF Canada provides information or services to the owner of that web site. In addition, a link to a non-IVF Canada web site does not mean that IVF Canada endorses or accepts any responsibility for the content or the use of such web site. In fact, IVF Canada disclaims any and all liability and responsibility for such content.
4. Responses to Online Requests
From time to time, IVF Canada may offer to provide information or materials via e-mail or otherwise to interested persons. IVF Canada reserves the right, in its absolute discretion, to reject any requests for such information or materials, or to discontinue the provision of such information or materials to any person, for any reason whatsoever.
5. User Postings
You acknowledge and agree that IVF Canada shall own and have the unrestricted right to use, publish, in electronic form and otherwise, distribute and exploit any and all information that you post or otherwise publish on this Site (“Submissions”). You hereby waive any and all claims against IVF Canada for any alleged or actual infringements of any rights of privacy or publicity, moral rights, rights of attribution or any other intellectual property rights in connection with IVF Canada’s use and publication of such Submissions. This means that anything submitted by you to this Site will be owned by IVF Canada and may be used by IVF Canada for any purpose, now or in the future, without any payment to, or further authorization by, you. In the event IVF Canada’s ownership of such Submissions is successfully contested, you automatically grant IVF Canada a perpetual, royalty-free, non-exclusive, unrestricted, worldwide and irrevocable right and license to use, reproduce, modify, publish, translate, prepare derivative works based upon, distribute, perform or display such Submissions, in whole or in part, in any form, media or technology known or hereafter developed for any purpose, including, but not limited to, advertising and promotional purposes. IVF Canada does not represent or endorse the accuracy or reliability of any Submissions displayed, uploaded, posted on any message board, or otherwise distributed through this Site by any user of this Site, information provider or any other third party. IVF Canada expressly disclaims any and all liability related to Submissions, and you acknowledge that any reliance upon such Submissions shall be at your sole risk. You covenant that you shall not post or otherwise publish on the Site any materials that: (i) are threatening, libelous, defamatory, or obscene; (ii) would constitute, or that encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate law; (iii) infringe the intellectual property, privacy, or other rights of any third parties; (iv) contain a computer virus or other destructive element; (v) contain advertising; or (vi) constitute or contain false or misleading statements. IVF Canada in its sole discretion reserves the right to refuse to post and the right to remove any information or Submission from this Site, in whole or in part, for any reason.
6. Use of Site
In connection with your use of the Site, you agree you will not:
A) Transmit any message, information, data, text, software or images, or other content (“Material”) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable that may invade another’s right of privacy or publicity;
B) Impersonate any person or entity, including but not limited to, an IVF Canada official, forum leader, guide or host or falsely state or otherwise misrepresent your affiliation with a person or entity;
C) Post or transmit any Material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
D) Post or transmit any Material that contains a virus or corrupted data;
E) Delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
F) Use the Site’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);
G) Post or transmit any unsolicited advertising, promotional materials, “junk mail”, “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation or any non-resume information such as opinions or notices, commercial or otherwise;
H) Violate any applicable local, state, national or international law;
I) Upload or transmit any Material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
J) Delete or revise any Material posted by any other person or entity;
K) Manipulate or otherwise display the Site by using framing or similar navigational technology, or
L) Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any IVF Canada product or service if you are not expressly authorized by such party to do so.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. IVF CANADA PROVIDES THE SITE AND RELATED INFORMATION “AS IS” AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND IVF CANADA SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. YOU UNDERSTAND FURTHER THAT THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOU ACCESS SUCH MATERIALS AT YOUR RISK. IVF CANADA HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.
LIMITATION OF LIABILITY
IN NO EVENT WILL IVF CANADA BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SERVICE, OR DOWNLOADED FROM THE SERVICE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF IVF CANADA OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, IVF CANADA ’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You hereby agree to indemnify, defend and hold IVF Canada, and all of its predecessors, successors, parents, subsidiaries, affiliates, and past and present officers, directors, shareholders, investors, employees, agents, information providers, attorneys, representatives licensors and information providers (collectively, the “IVF Canada Representatives”) harmless from and against any and all liability, losses, costs and expenses (including lawyers’ fees) incurred by IVF Canada or any IVF Canada Representative in connection with any claim arising out of any use or alleged use by you of this site or arising out of or in relation to any breach by you of the Terms and Conditions, or the representations, warranties and covenants you made by agreeing to these Terms and Conditions. IVF Canada reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate reasonably with IVF Canada’s defense of such claim.
The Terms and Conditions shall be construed in accordance with the laws of the Province of Ontario, Canada without regard to conflict of laws principles.
8. Entire Agreement
The Terms and Conditions constitute the entire agreement between 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.
9. No Amendment or Waiver
The Terms and Conditions may not be amended except in writing signed by both parties and no waiver by either party shall be deemed a waiver of any preceding or subsequent breach or default, unless such a waiver is in writing and signed by an authorized representative of IVF Canada.
10. Registrant Information
You shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Site and all charges related thereto.
12. Indemnification and Reservation of Rights
You agree to indemnify, defend and hold harmless IVF Canada, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Site from and against all losses, expenses, damages and costs, including attorneys’ fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or your use and access of the Site.
IVF Canada reserves the right to release current or past member or Web site user information if IVF Canada believes that a member’s account is being used to commit unlawful acts, if the information is subpoenaed and/or if IVF Canada deems it necessary and/or appropriate.
13. Special Admonitions for International Use
Recognizing the global nature of the Internet, you agree to comply with all local rules including, without limitation, rules about the Internet, data, e-mail, or privacy. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from Canada or the country in which you reside.
14. Third Parties
This Agreement shall all be governed and pursuant to the laws of the Province of Ontario, Canada notwithstanding any principles of conflicts of law. You expressly agree that exclusive jurisdiction resides in the courts of the Province of Ontario. You further agree and expressly consent to the exercise of personal jurisdiction in The Province of Ontario in connection with any dispute or claim involving IVF Canada. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
You agree that any legal action or proceeding between IVF Canada and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a federal or provincial court of competent jurisdiction sitting in the Region of York, Province of Ontario, Canada.