Terms and Condition
AVAD Canada Website Agreement
The terms and conditions of the AVAD Canada Website Agreement (the "Agreement") constitutes a contractual agreement between the person or legal entity, regardless of the form of organization, requesting access to use the AVAD Canada Website as defined herein (“You” or “Your”) and AVAD Canada LTD. ("AVAD") regarding Your access and use of the AVAD Website and governs any activities You may conduct through the Website. Your use of AVAD’s Website constitutes Your agreement to comply with and be bound by the terms and conditions of this Agreement. Your use of the Website will constitute acceptance of the terms denoted below.
1. Definitions. For purposes of this Agreement, the term “Website” means all information, content, concepts, program interfaces, structures, functionality, computer code, published materials, electronic documents, graphic files and all technology that is part of AVAD"s Website located at www.avadcanada.ca or ca.avad.com including all information accessible from AVAD through the Website, which may include, but is not limited to, technical data, technical and other specifications, pricing, advice, and other data and information. The Website is proprietary, confidential and the sole property of AVAD or third parties licensing any portions of the Website to AVAD.
2. Security. You must enter a valid user Credentials ("Credentials") to access the Website's secure areas. It is Your sole responsibility to monitor use of these Credentials for all purposes, including, but not limited to ordering. You accept all responsibility for the security of Your user Credentials and the Website accessed via the Credentials. This includes unauthorized access by Your employees or third parties, except for access by third parties resulting from AVAD's sole negligence. You agree that You will not disclose Your Credentials to anyone not authorized to act on Your behalf. You agree to review and comply with the Website's password security policy as amended from time to time. Your right to use the Credentials terminates when Your license is terminated in accordance with this Agreement.
3. Third Party Providers. Documents may be transmitted through any third-party (solution or service) provider with which either party may contract. Either party may modify its election to use or change a third-party provider upon thirty (30) calendar days prior written notice. Each party shall be responsible for the costs of its own third-party provider. You will require Your third-party provider to agree to terms at least as restrictive as those set forth in this Agreement.
4. Order Validity. You agree not to contest the validity or enforceability of orders placed through the Website's secure areas under the provisions of any applicable law. All orders placed using Your Credentials shall, for all purposes, be deemed to be in writing signed by You and will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form.
5. Terms and Conditions of Sale. Unless otherwise stated in an express written agreement signed by an officer of AVAD, the terms and conditions contained on AVAD's written invoices and available on the Website at www.avadcanada.ca, as may be amended from time to time in AVAD’s sole discretion, shall apply to all transactions initiated through the Website.
6. Termination and Modification. AVAD may elect to update, modify, change or terminate all or any part of the functionality available through the Website, including modification or termination of the ability to place orders or make inquiries at any time in the future. AVAD may modify this Agreement from time to time. Any amendments or modifications may be provided to You through on-line notice. You agree that access to the Website after You have, or should have received, notice of modifications or amendments to this Agreement will constitute acceptance of all such modifications or amendments. You agree upon termination of this Agreement to immediately discontinue use of Your Credentials and to cease accessing the Website. The Website's secure areas are confidential information of AVAD or companies licensing AVAD and contain copyrighted information.
7. Survival of Terms. Termination or expiration of this Agreement for any reason shall not release either party from any liabilities or obligations set forth in this Agreement which (i) the parties have expressly agreed shall survive any such termination or expiration, or (ii) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration. The termination or expiration of this Agreement shall not affect any of either party's warranties, indemnification obligations or any other matters set forth in this Agreement that should survive termination or expiration in order to carry out their intended purpose, all of which shall survive termination of this Agreement.
8. License. The Website is not sold but licensed to You for Your internal use in Your ordinary course of business for Your review, selection, order preparation, support and purchasing of products sold by AVAD. This license is for the period beginning with Your acceptance of this Agreement until termination by You or by AVAD for failure to maintain authorized reseller status; is non-transferable and non-exclusive; and is for use only by Your employees engaged in Your business, and only in accordance with this Agreement and any documentation provided to You or available on-line from time to time. You may NOT, except as otherwise provided in the documentation or on-line (a) copy any of the Website; (b) distribute, rent, sublicense or otherwise transfer or disclose, or (except to access the Website in accordance with the documentation) transmit the Website electronically to any person or entity; (c) modify, translate, merge, or prepare derivative works of the Website; or (d) use any of the Website for service bureau or other purposes not specified in this Agreement or the documentation. You may not decompile, disassemble, probe, or otherwise reverse engineer the Website.
9. Disclaimer of Warranty; Limitation of Remedies. AVAD is licensing the Website "AS IS" and "AS AVAILABLE." You acknowledge that the Website is licensed for use by You as a convenience for You in communicating with AVAD. You assume total responsibility and risk for Your use of the Website and Your use of the Internet. AVAD HEREBY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, COVENANTS AND CONDITIONS, STATUTORY OR OTHERWISE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO ANY PRODUCTS, INFORMATION OR SERVICE PROVIDED THROUGH THE WEB SITE. AVAD shall not be liable to You or any third party for any damages arising from or as a result of any delay, omission or error in electronic transmission or receipt of any orders or otherwise made via the Website, even if advised of the possibility of such damages. THE INFORMATION CONTAINS INFORMATION OBTAINED BY AVAD FROM MANUFACTURERS AND OTHERS THAT INDUSTRY SOURCES BELIEVE WERE RELIABLE, BUT AVAD MAKES NO WARRANTY AND DISCLAIMS ALL WARRANTIES AND LIABLITY REGARDING ERRORS AND OMISSIONS RELATED TO INFORMATION, AND IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES OR OTHER INFORMATION ACCESSED THROUGH THE WEBSITE. You agree that the Website gives You significant benefit for modest economic consideration. Your sole and exclusive remedy for any breach of this Agreement by AVAD shall be to terminate the Agreement. IN NO EVENT WILL AVAD BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES UNDER ANY LEGAL THEORY WHETHER IN CONTRACT, TORT, EQUITY OR AT LAW, EVEN IF ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. Additional Disclaimers may be contained in the Website.
10. Governing Law. This Agreement and Your use of the Website are governed by and enforced in accordance with the laws of the Province of Ontario, exclusive of its conflicts of law provisions. The venue for any disputes arising out of this Agreement shall be the courts with proper jurisdiction at AVAD's Canadian corporate headquarters.
11. Confidentiality of Information. Neither party shall disclose information obtained pursuant to this Agreement to any person or other entity not a party to or not bound by this Agreement, except for third party providers or other agents who agree to be bound by the terms of this Agreement or agree to terms at least as restrictive as those set forth in this Agreement.
12. Your Obligations. You agree that You shall not use the Website to do any of the following: (i) restrict or inhibit any other user from using and enjoying the Internet or Website; (ii) post or transmit any unlawful, illegal, obscene or pornographic information of any kind, including, without limitation, any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, including, without limitation, the U.S. Export Control laws and regulations; (iii) knowingly post or transmit any information or software which contains a virus, worm, or other harmful component; (iv) upload, post, publish, transmit, reproduce, distribute or participate in the transfer or sale, or in any way exploit any information, software or other material obtained through the Website which is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or right holder. In addition, You may not effect or participate in any activity to (a) post to any usenet or other news group, forum, Email listing or similar group or list, articles which are off topic according to the charter or other public statements of the group or list; (b) send unsolicited mass mailings; or (c) falsify or "spoof" user information provided to AVAD or to other users in connection with the use of the Website.
13. Indemnity. You agree to defend, indemnify and hold AVAD and its affiliates, and AVAD’s and its affiliates directors, employees and agents harmless from any and all liabilities, costs and expenses, including reasonable attorneys' fees related to or arising from (a) the use of the Website or the placement or transmission of any message, information, software or other material on the Website by You and Your third party provider; (b) negligent acts or omissions by You and Your third party provider in connection with the installation, use or maintenance of the Website; and (c) claims for intellectual property infringement of any kind arising from the use of the Website by You and Your third party provider other than for its intended purpose
14. Product Availability and Pricing. AVAD provides access to product and pricing information by making such information available on the World Wide Web. Some promotions may not apply in Your geographic region. Please check with Your AVAD representative regarding product availability, pricing and promotions and the availability thereof in Your geographic area. The products listed in the Website may not be available in Your geographic area. AVAD assumes no responsibility for being unable to provide products or services. You assume all responsibility for obtaining all necessary approvals to obtain AVAD products or services.