Legal

LIQUID COMPUTING CORPORATION TERMS OF USE

1. Acceptance of Terms

These Terms of Use (the “Terms”) apply to all users of the Liquid Computing Corporation (“Liquid Computing”) website (the “Website”), and to all products, services, resources, information, materials and other content available on the site (which we collectively refer to in these Terms as the “Content”).

THESE TERMS CONTAIN CERTAIN INDEMNITIES, LIMITATIONS OF LIABILITY AND RESTRICTED WARRANTIES.

These Terms incorporate by reference the Liquid Computing Privacy Policy as described below.

BY ACCESSING THE WEBSITE, YOU ARE DEEMED BY US TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY AND TO COMPLY WITH THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE WEBSITE.

2. Electronic Communications

When you visit the Website, or any pages thereof, send e-mails to Liquid Computing, or submit information to Liquid Computing, you are communicating electronically. You consent to receive communications from Liquid Computing electronically. Liquid Computing will communicate with you by e-mail or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that Liquid Computing provides to you electronically satisfies any legal requirement that such communications be in writing.

3. Copyright

All Content on the Website, including, without limitation, text, documents, notes, case studies, brochures, graphics, logos, button icons, images, design elements, products, software, text, audio, music, and all other materials originated or used by us at the Website, is the property of Liquid Computing or its content suppliers and protected by Canadian laws and international treaties. The compilation of all Content on the Website is the exclusive property of Liquid Computing and protected by Canadian law and international treaties. You may not modify, copy, reproduce, publish, upload, post, transmit, distribute, or commercially exploit in any way any Content.

Any feedback provided to us regarding the Website or its Content may be used by us without restriction or accounting to you, including our utilization of such feedback in products, services or marketing or other collateral. Liquid Computing will not accept or consider creative ideas, suggestions or materials other than those it has specifically requested. Accordingly, we ask that you do not send us any such materials. If, despite this request, you do send us creative materials or other information, you agree not to assert any ownership right of any kind in your submission (including, but not limited to copyright, trademark, unfair competition, moral rights, or implied contract) and you waive the right to receive any financial or other consideration in connection with such unsolicited submission including, but not limited to, credit.

4. Trademarks

Liquid Computing is a registered trademark in Canada. The Liquid Computing logo, product names, such as LiquidIQ™ and InterconnectIQ™, are trademarks of Liquid Computing and may be registered in certain jurisdictions. Other Liquid Computing graphics, logos, page headers, button icons, scripts, and service names are also trademarks or trade dress of Liquid Computing. All other trademarks not owned by Liquid Computing that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Liquid Computing. The display of trademarks and trade names on this site does not convey or create any license or other rights in these marks or names. Any use of them is strictly prohibited. All Rights Reserved.

5. License and Site Access

Liquid Computing grants you a limited license to access and make personal use of the Website. This license does NOT include and expressly prohibits: (i) any resale or commercial use of this site or its Contents; (ii) any collection or use of any product listings, descriptions, or prices; (iii) any derivative use of this site or its Contents; or (iv) any use of data mining, robots, spiders, or similar data gathering and extraction tools. The Website or any portion of the Website may not be reproduced, duplicated, copied, sold or otherwise exploited for any commercial purpose. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Liquid Computing without express prior written consent. You may not use any meta-tags or any other "hidden text" utilizing Liquid Computing’s name or trademarks without the express written consent of Liquid Computing. Any unauthorized use terminates the permission or license granted by Liquid Computing. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the Website so long as the link does not portray Liquid Computing, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter or suggest an affiliation or endorsement by Liquid Computing or its affiliates. You may not use any Liquid Computing logo or other proprietary graphic or trademark as part of the link without Liquid Computing’s express written permission.

6. Additional Terms

Your use of certain resources made available on the site or your participation in certain transactions on the site (such as on-line purchases) may be subject to additional terms and conditions, which we will make available to you prior to or at the time you access these resources or conduct these transactions.

7. Your Account

In the event you create or are provided with an account in order to utilize certain restricted portions of the site, in consideration of permitting you access to such portions of this site (the “Service”), you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete or Liquid Computing has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Liquid Computing has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). If you use the Service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.

8. Product Descriptions

Liquid Computing attempts to be as accurate as possible. However, mistakes are possible, and Liquid Computing does not warrant that product descriptions or Content of this site is absolutely accurate, complete, reliable, current, or error-free.

9. Third-Party Sites and Products

Liquid Computing may provide links to various third party web sites solely as a convenience for our users and these terms DO NOT apply to such sites. These sites are not under Liquid Computing’s control or direction. Liquid Computing does not endorse or sponsor, and is not responsible or liable for, the contents, products or services available at any such linked site or the practices of these web sites (including without limitation, their privacy and data gathering policies and practices). You assume all risk of use thereof.

10. Disclaimer of Warranties and Limitation of Liability

THIS WEBSITE IS PROVIDED BY LIQUID COMPUTING ON AN "AS IS" AND "AS AVAILABLE" BASIS. LIQUID COMPUTING MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS WEBSITE OR ITS CONTENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, LIQUID COMPUTING AND LIQUID COMPUTING’S SUPPLIERS DISCLAIM ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE AS TO THE WEBSITE OR THE CONTENT OF THE WEBSITE INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN PARTICULAR, AND WITHOUT LIMITING THE FOREGOING, LIQUID COMPUTING DOES NOT WARRANT THAT THIS WEBSITE, ITS SERVERS, THE CONTENT, OR E-MAIL SENT FROM LIQUID COMPUTING ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY PRODUCTS OR SERVICES PURCHASED FROM THE WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR PROVIDE ANY PARTICULAR RESULTS.

NEITHER LIQUID COMPUTING NOR LIQUID COMPUTING’S SUPPLIERS WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE) INCLUDING WITHOUT LIMITATION THOSE DAMAGES RESULTING FROM: (1) THE USE OF OR THE INABILITY TO USE THE WEBSITE, WEBSITE CONTENTS OR ANY PRODUCTS OR SERVICES; (2) UNAUTHORIZED ACCESS TO, USE OF OR ALTERATION OF YOUR SUBMISSIONS OR DATA OR DAMAGES ARISING FROM DISCLOSURE BY YOU OF ANY INFORMATION ON THE WEBSITE; OR (3) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE. WE ARE ALSO NOT RESPONSIBLE FOR DAMAGES TO OR CLAIMS BY THIRD PARTIES.

CERTAIN LAWS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11. Indemnity

You agree to indemnify and hold Liquid Computing, and its subsidiaries, affiliates, officers, agents, partners, directors and/or employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising directly or indirectly out of or from your activities in connection with this Website or its Content, including, without limitation, your violation of these Terms or your violation of any rights of another.

12. Cooperation with Authorities

Liquid Computing reserves its rights to disclose any information as necessary to satisfy any law, regulation, or governmental request or investigate suspected violations of these Terms, including the gathering of information from the user(s) involved and the complaining party, if any, and examination of material on Liquid Computing servers and network. Violations of these Terms may subject you to criminal or civil liability or other legal action. You consent to and authorize Liquid Computing, its affiliates and agents to cooperate with: (i) law enforcement authorities or governmental agencies in the investigation of suspected violations of applicable law; and (ii) system administrators or other Internet service providers or other network or computing facilities to enforce these Terms. Such cooperation may include provision of usernames, IP addresses, or other identifying information. Liquid Computing may terminate, without notice, your access and use of the site or the purchase of products and services from Liquid Computing and/or its suppliers, if, in Liquid Computing’s sole discretion, you have violated these Terms.

13. Changes

Liquid Computing reserves the right to change these Terms at its sole discretion and without notice. Changes are effective on the date they are posted (which you can determine by looking at the top of this document). Liquid Computing recommends that you print a copy of these Terms for future reference and revisit these Terms from time to time to ensure you are aware of any changes. Your continued use of the site signifies your acceptance of any changed Terms.

14. Governing Law

Liquid Computing controls the Website (excluding third party linked sites) from its corporate offices within the province of Ontario, Canada. By visiting the Website, you agree that the laws of the Province of Ontario, Canada, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and Liquid Computing. Choice of law principles and the United Nations Convention for the International Sale of Goods and any legislation implementing such Convention are hereby expressly excluded. You consent and submit to the non-exclusive jurisdiction of Ontario courts and waive trial by jury, except to the extent a waiver of a jury trial is not permitted by applicable law.

Liquid Computing makes no representation that the Website or Content are appropriate or available for use in other locations. Accessing the Website or Content from jurisdictions where they are illegal is prohibited. If you choose to access this Website from such a jurisdiction, you do so at your own risk and are solely responsible for compliance with all the laws of your jurisdiction.

You agree to comply with all applicable laws, statutes, ordinances, and regulations regarding your use of the Website and its Content and your purchase of any products or services. The Content and/or products and services available through the Website may be subject to Canadian export controls.

15. Survival

In the event of termination of your access to or use of the Website or its Content, the provisions respecting your representations, warranties and indemnities; Liquid Computing’s Disclaimer of Warranties and Limitations of Liability; Governing Law; Copyrights; and Trademarks will survive unless waived in writing by Liquid Computing.

16. Severance

If any provision of these Terms will be unlawful, void or for any reason unenforceable, then that provision shall be deemed severed from these Terms, will not affect the validity and enforceability of any remaining terms and will be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision. The section titles are for convenience only. Our failure to enforce these Terms, for whatever reason, will not be construed as a waiver of any right to do so at any time.

17. Basis of Bargain

The limited warranty, exclusive remedies and limited liability set out herein are fundamental elements of the basis of the bargain between us. We would not be able to provide the Website or its associated products or services on an economic basis without such limitations.

18. Privacy Policy

Objective and Scope of Policy

Liquid Computing Corporation (“Liquid Computing”) is committed to protecting your privacy. The following policy describes how we collect, store, use and distribute information about our website users.

Our goal is to collect, use and disclose only that information reasonably required to enable us to provide the particular product or service that you have requested, to maintain our customer/visitor lists and/or to respond to your inquiries or feedback If you have provided us with contact information, we will maintain the confidentiality of your contact information and use it only for the purposes for which we have collected it, unless you agree that we may disclose it to other third parties (subject to the exclusions we have listed below).

Acceptance of Terms

By using Liquid Computing’s website, you consent to the collection and use by Liquid Computing of Personal Information as described in this Privacy Policy.

Collection of Information

Two types of information may be collected on the Liquid Computing website: Personal Information and Non-Personal Information.

"Personal Information" is personally identifiable information, such as your name, address, e-mail address, credit card information, birth date and gender. At the time of collection we will set out clearly the information that we are collecting and the purposes for which we will use it. It is always your choice whether or not to provide Personal Information. If you choose not to provide requested Personal Information, you will not be able to use certain features of the website and you will not be able to engage in transactions through the website. The following is a list of the means by which Liquid Computing may collect Personal Information on this website:

1. Communications from you;
2. Requests for content’
3. Purchases;
4. Customer support;
5. Registration of products; and
6. Market research surveys.

We also may receive Personal Information from our business partners and other third parties, provided that such third parties confirm to us that you have permitted them to share such information.

"Non-Personal Information" is information of an anonymous nature, such as an Internet Protocol Address (IP Address), the domain used to access the Liquid Computing website, and the type and version of browser or operating system being used. Aggregate information, such as demographic statistics of our users (e.g. average age or geographical allocation of our users), number of visitors, what pages users access or visit, average time spent on this website, and information volunteered by the user, such as survey information, is also considered Non-Personal Information. Business contact information such as the name, title, business address or telephone number of a business or professional person or an employee of an organization is not considered Personal Information.

Non-Personal Information is collected or derived by us in the course of operating this website. For example, our web servers may automatically collect Non-Personal Information which is provided through your browser or stored on a Cookie when you choose to visit the Liquid Computing website.

“Cookies” are used by Liquid Computing to track content usage and traffic on this website. A cookie is a feature of your web browser that consists of a text file that is placed on your hard disk by a webpage server. Liquid Computing uses cookies to help it compile aggregate statistics about usage of this website, such as how many users visit the website, how long users spend viewing the website, and what pages are viewed most often. This information is used to improve the content of the website. You can set your browser to notify you when you are sent a cookie. This gives you the chance to decide whether or not to accept it. If you disable cookies however, you may not be able to take advantage of all the features of this website.

Use of Information

Liquid Computing collects information only for the following purposes:

1. To contact and correspond with you;
2. To understand your needs and develop and recommend suitable products and services;
3. To process transactions and payments;
4. To facilitate and enhance your use of the website; and
5. To meet legal and regulatory requirements.

Your Personal Information will not be used for any other purpose without your consent. Please be assured that we will not actively collect personally identifiable user information for the purpose of sale or marketing in a way that specifically identifies the individual. In other words, we do not sell our customer and/or subscriber lists to any third party.

To properly process your online order, you may be directed to a third party credit card processing website. The privacy policies of these third parties are not under our control and may differ from ours. If you have any doubts about the privacy of the information you are providing on another website, we recommend that you contact that website directly for more information and review its privacy policy.

Disclosure of Information

Liquid Computing will not transfer Personal Information to third parties, except for our business partners who have agreed to comply with legally required privacy standards, and who will use the information only for the purposes disclosed at the time of collection or for a use consistent with that purpose.

Such business partners may include:

1. Software developers
2. Hardware vendors
3. Other Liquid Computing divisions

From time to time we may employ third parties to help us improve our website. These third parties may have limited access to databases of website user information or registered member information solely for the purpose of helping us to improve the website and they will not be able to use the information about our users for any other purpose.

We may disclose Personal Information in some other limited circumstances, but we will specifically describe them to you when we collect the information, such as in the terms of use for a new service.

Important Exceptions We may disclose your Personal Information to a third party without your consent if we have reason to believe that disclosing this information is necessary to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) our rights or property, other website users or anyone else that could be harmed by such activities. We may disclose Personal Information when we believe in good faith that such disclosure is required by and in accordance with the law.

We may also disclose your Personal Information in connection with a corporate re-organization, a merger or amalgamation with another entity, or a sale of all or a substantial portion of our assets provided that the information disclosed continues to be used for the purposes permitted by this Privacy Policy by the entity acquiring the information.

Outside Parties and Sites

Through Liquid Computing, you may be introduced to a variety of third party vendors and websites. The privacy policies of these third parties are not under our control and may differ from ours. The use of any information that you may provide to any third party, or the use of “cookie” technology by any third party, will be governed by the privacy policy of the operator of the website that you are visiting. If you have any doubts about the privacy of the information you are providing on another website, we recommend that you contact that website directly for more information and review its privacy policy.

Security

The security of your Personal Information is important to us. We use commercially reasonable efforts to ensure that your Personal Information is stored and maintained in a secure environment. Liquid Computing takes technical, contractual, administrative, and physical security steps to protect Personal Information that you provide to us. We have implemented procedures to ensure that your Personal Information is only made available to such designated staff as necessary to carry out the stated purposes that we have communicated to you. However, Liquid Computing is using hosted service providers to maintain various business activities, such as customer relations management, for example. Should a security breach occur within web sites of one of our hosted service providers, it will be beyond the limits of our control, and Liquid Computing cannot be hold accountable for the consequences.

You can help protect the security of your Personal Information. For instance, never give out your password, and remember to log out of your account and close your browser window when you finish using the Liquid Computing website, so that other people using the same computer won't have access to your Personal Information. We will never ask you for your password in an unsolicited phone call or in an unsolicited e-mail.

Retention

Liquid Computing will keep your Personal Information for as long as it remains necessary for the identified purpose or as required by law, which may extend beyond the termination of our relationship with you.

If you request that your name be removed from our databases, it may not be possible to completely delete all your Personal Information due to technological and legal constraints.

Amendment of this Policy

If we find it necessary or desirable to change our Privacy Policy in the future, we will post an appropriate notice on the Liquid Computing page www.liquidcomputing.com/legal.html. Any change to this Privacy Policy will become effective on the date the change is posted and will apply to information collected from the date of the posting of the revised Privacy Policy and to existing information held by Liquid Computing. The date on which the latest update was made is indicated at the top of this document. We recommend that you print a copy of this Privacy Policy for your reference and revisit this policy from time to time to ensure you are aware of any changes. Your continued use of the Liquid Computing website signifies your acceptance of any changes.

Access and Accuracy

You have the right to access your Personal Information to verify the Personal Information that we have collected in respect of you. Upon receipt of your written request, we will provide you with a copy of your information. We will make every reasonable effort to keep your Personal Information accurate and up-to-date, and we will enable you to revise the Personal Information as appropriate. Having accurate Personal Information about you enables us to give you the best possible service.

You can help by keeping us informed of any changes, such as a change of address or telephone number. If you would like to access your information, or if you find any errors in our information about you, please contact Andy Church at andy.church@liquidcomputing.com or (613) 592-2666 ext. 212.