Last updated on September 24, 2012
By using the NIOC Site, or any of the products or services (collectively, the “Services”) available on the NIOC Site, including Services offered on a payment basis (each a “Pay Service”), you agree, without limitation or qualification, to be bound by these terms and conditions (the “Terms and Conditions”) and such other additional or alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection with use of the NIOC Site or Service, all as may be modified by NIOC from time to time in accordance with these Terms and Conditions. If you do not agree with these Terms and Conditions, you may not use the NIOC Site or any of the Services on the NIOC Site and must terminate any applicable Pay Services Agreement.
Registration and Passwords
Certain of the Services and related material, software, information, data and other content made available on the NIOC Site (“Content”) may require registration or paid service. Should you choose to register or make a purchase for any such Services or related Content, you agree to provide accurate and current information about yourself as required by the relevant registration or purchasing process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree to be responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of any registration or purchase on the NIOC Site, and (b) all activities that occur, including transaction effected, under such password or account. Further, you agree to notify NIOC of any unauthorized use of your password or account. NIOC will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Section.
The information contained on the website is for informational purposes only. It is not intended to provide legal, accounting, tax, investment, financial or other advice to you, and you should not rely upon the information to provide any such advice.
Disclaimer Regarding Search Content
Any and all pictures, sounds, sound effects, sound recordings, graphics, video, audio-visual works and any other works (the “Multimedia Content”) located through the NIOC Site’s search services are protected by copyright and/or other intellectual property laws. NIOC does not have the right to authorize you to reproduce, distribute, publicly display, publicly perform, communicate or create derivative works from any files containing such Multimedia Content. Where search results link to sites outside the NIOC Site, all of the Multimedia Content contained on such sites is owned and served by entities other than NIOC. NIOC provides you with the URL or address of the Multimedia Content; this information may be used to determine the server of the Multimedia Content. If you intend to make use of any Multimedia Content accessed through the NIOC Site’s search services for commercial or noncommercial purposes, we strongly suggest that you contact the server and/or owner of the Multimedia Content for permission to use such Multimedia Content.
For users of NIOC other than in relation to Pay Services Agreements, NIOC reserves the right, in its sole discretion, to add to, remove from, modify or otherwise change any part of these Terms and Conditions, in whole or in part, at any time. Except as otherwise expressly contemplated herein, changes will be effective when notice of such change is posted on the NIOC Site. Please check these Terms and Conditions regularly for updates by checking the date of “Last Update” at the top of this document. If any change is not acceptable to you, you must discontinue your use of NIOC and any of the Services immediately. Your continued use of the NIOC Site or any of the Services after any such changes are posted will constitute acceptance of those changes. Further, NIOC reserves the right to change, modify, suspend or discontinue any aspect of the NIOC Site, Services or Content from time to time without notice or liability and for any reason whatsoever. For users who have entered into a Pay Services Agreement, modifications to your Pay Services Agreement or these Terms and Conditions are discussed below.
Content Linked To NIOC
Please exercise discretion while browsing the Internet. Please note that certain links on the NIOC Site may take you to other websites. NIOC provides these links only as a convenience and not as an endorsement by NIOC. These linked sites are not under the control of NIOC. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. NIOC is not responsible for the content of any such linked sites or any other web page that is not part of the NIOC Site and under NIOC’s control. Unless otherwise expressly provided, NIOC makes no representation or warranty regarding, and does not endorse, any linked site or the information, products or services appearing thereon. Accordingly, you agree that NIOC will not be responsible or liable in any way for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any site linked from the NIOC Site.
Dealings with Third Parties
You acknowledge and agree that your correspondence or business dealings with any third parties, including any merchants or advertisers, found on, or through, the NIOC Site or any of the Services, including payment for and delivery of related goods and services, and all other terms, conditions, representations and warranties related to such dealings, are solely as between you and such third parties. NIOC assumes no responsibility whatsoever for any charges you or any user of your account incurs when making purchases or other transactions in this manner. Further, the responsibility for ensuring compliance with all applicable laws in connection with any such transactions will be yours alone. You agree that NIOC will not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions.
Fee Based Services
Certain of the Services and Content made available on the NIOC Site may be offered by NIOC on a payment basis. These Pay Services may be offered by NIOC on a prepaid usage basis. Should you choose to purchase with respect to certain Pay Services, you will be required to register as described at the time of registration for the Pay Service. You agree to pay all the Fees applicable for such Pay Service that you incur. Unless otherwise indicated in the registration process, in your Pay Services Agreement or in these Terms and Conditions, the Fees for a Pay Service purchased through your Pay Service Account are chargeable immediately to the credit card you designated for the billing process as applicable.
You may terminate your Pay Services Agreement at any time in accordance with these Terms and Conditions and your Pay Services Agreement.
By registering for a Pay Service, you warrant that all information you submit is true and correct (including without limitation all Credit Card information).
In consideration of the availability, and your use, of a Pay Service, you acknowledge and agree: (a) to the terms of your Pay Services Agreement and these Terms and Conditions, including, without limitation, the disclaimers, limitation of liability and provisions related to prohibited conduct set out herein; (b) that the Pay Service is for your personal, non-commercial use and you agree not to resell, distribute, transfer, share or otherwise use any Pay Service, including any coupons or credits related to same for any commercial purposes whatsoever; (c) that NIOC reserves the right to specify an expiry date for the use of any coupons or credits purchased in connection with any Pay Service; and (d) that NIOC reserves the right to suspend or terminate your use of a Pay Service in accordance with these Terms and Conditions and your Pay Services Agreement.
Modification of Pay Service Agreements and Terms Of Service In Connection With Fee Based Service
NIOC may at any time and from time to time amend or modify these Terms and Conditions or a Pay Service Agreement, including any Fees, features or other aspects of Pay Services, upon notice to you. Notification may be provided using one or more of the following methods: (i) letter mailed to your billing address; (ii) bill message or insert; (iii) e-mail to one or more of your email accounts provided to NIOC; (iv) posting on NIOC website; or (v) speaking to you or leaving a message for you. If you do not agree to any such amendments or modifications of your Pay Services Agreement or these Terms and Conditions, your sole remedy is to immediately stop using the NIOC Site and Services, including Pay Services, and to terminate your Pay Services Agreement and these Terms and Conditions in accordance with these Terms and Conditions and your Pay Services Agreement.
NIOC reserves the right to suspend or terminate your account and your access to the Site, Services and Content, including Pay Services, at any time for convenience, or for any other reason, including without limitation, if: (a) the Credit Card is invalid for any reason; (b) you give NIOC and/or its affiliates or licensors false or misleading information; (c) NIOC and/or its affiliates or licensors does not receive any payment when due; or (d) NIOC has determined, in its sole discretion, that the use of the NIOC Site or of any Services through your account is, or was in breach of these Terms and Conditions or you are using the Services for unlawful or improper use. Any such termination by NIOC will be in addition to and without prejudice to such rights and remedies as may be available to NIOC, including injunction and other equitable remedies. Your ability to use the Pay Services is also subject to any limits established by NIOC or by your Credit Card issuer. If Fees cannot be charged to your Credit Card or your charge is returned for any reason, including chargeback, NIOC reserves the right to either suspend or terminate your your access to the Pay Services. The disclaimer, limitations on liability, and indemnity provisions herein will survive termination or expiry of your Account, these Terms and Conditions and your Pay Services Agreement.
You agree to defend, indemnify and hold harmless each member of NIOC and each of their respective officers, directors, employees and agents, including all third parties mentioned on the NIOC Site, from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to: (a) your breach of any of these Terms and Conditions; (b) your access to or use of the NIOC Site, Services or Content; or (c) your use or reliance on, or publication, communication or distribution of anything on or from the NIOC Site or through any of the Services. You will use your best efforts to cooperate with NIOC in the defense of any claim. NIOC reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
Limitation Of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL NIOC BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER NIOC HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE SERVICES OF THE NIOC SITE, OR (B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR CONTENT OR TRANSMISSIONS, OR (C) ANY OTHER MATTER RELATING TO THE NIOC SITE OR ANY OF THE SERVICES.
You expressly acknowledge that NIOC has entered into your Pay Services Agreement and these Terms and Conditions, and has and will make certain Sites, Content and Services available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of the bargain between you and NIOC You expressly agree that the indemnities, limitations, exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of, a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy or termination of your Pay Services Agreement or these Terms and Conditions.
Governing Law/Jurisdictional Issues
All NIOC Sites and Services are controlled, operated and administered by NIOC from its offices within Canada. NIOC makes no representation or warranty that the NIOC Site or any of the Services are appropriate or available for use at any locations outside Canada. If you access the NIOC Site from outside Canada, you are responsible for compliance with all applicable laws. You may not export any of the Content accessible through the NIOC Site in violation of applicable export laws and regulations. These Terms and Conditions will be interpreted, construed and governed by the laws in force in the Province of Ontario, Canada, without reference to its conflict of laws principles. Subject to Section 24 (Arbitration and Actions) below, each party hereby agrees to submit to the jurisdiction of the courts of the Province of Ontario and to waive any objections based upon venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.
Arbitration and Actions
Except where prohibited by applicable law, any controversy, claim or dispute arising out of or relating to these Terms and Conditions, a Pay Service (unless otherwise specified in Pay Services Agreement), your Pay Services Agreement, your use of the NIOC Site or Service or the relationship which results from these Terms and Conditions, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these Terms and Conditions or your receipt and use of the Site or Services, which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a “Claim”), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator will be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim, controversy or dispute of any other party. Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against NIOC relating to any Claim and you also agree to opt out of any class proceedings against NIOC. Notwithstanding the foregoing, NIOC reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.
Submission of Ideas or Suggestions
NIOC is always improving the NIOC site and services and developing new features. If you have ideas or suggestions regarding improvements or additions, NIOC would like to hear them – but any submission will be subject to these terms and conditions. UNDER NO CIRCUMSTANCES WILL ANY DISCLOSURE OF ANY IDEA OR SUGGESTION OR RELATED MATERIAL TO NIOC AND/OR ITS AFFILIATES OR LICENSORS BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL TO NIOC AND/OR ITS AFFILIATES OR LICENSORS, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING TO NIOC AND/OR ITS AFFILIATES OR LICENSORS THAT THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA OR SUGGESTION OR ANY RELATED MATERIAL AND THAT NIOC AND/OR ITS AFFILIATES OR LICENSORS IS FREE TO IMPLEMENT THE IDEA OR SUGGESTION AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY NIOC AND/OR ITS AFFILIATES OR LICENSORS, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
These Terms and Conditions and any Pay Services Agreement you have entered into are personal to you, and you may not assign your rights or obligations to anyone. Your Pay Services Agreement and these Terms and Conditions constitute the entire agreement between NIOC and you pertaining to your use of the NIOC Site, Services and Content and supercede any prior agreements between you and NIOC with respect to the subject matter hereof. NIOC’s failure to insist upon or enforce strict performance of any right or provision of your Pay Services Agreement or these Terms and Conditions will not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in your Pay Services Agreement or these Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions (or parts thereof) contained herein. Except where prohibited by applicable law, any cause of action you may have with respect to your use of the NIOC Site or which is the subject of your Pay Services Agreement or these Terms and Conditions must be commenced within one (1) year after the claim or cause of action arises. No changes to your Pay Services Agreement or these Terms and Conditions will be made except as expressly contemplated herein. The parties have required that your Pay Services Agreement and these Terms and Conditions and all documents relating thereto be drawn up in English.