Noshful TERMS OF SERVICE
WHAT WE OWN
All material and services provided by or through Noshful are owned by us and are protected by various intellectual property laws. All Noshful trademarks, service marks, logos, slogans and tag-lines are the property of Noshful. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or tag-lines displayed on Noshful without our express written permission.
RIGHTS TO USE WHAT WE OWN
Noshful hereby grants you a limited and non-transferable license to use our materials through a user identification reference. You may use this reference to the extent necessary to access and use the services in accordance with the terms of this agreement. This license does not permit you to store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, or decipher any of our materials without our express written permission. We reserve all other rights.
COMMENTS & FEEDBACK
Any questions, comments or feedback provided by you to us are not confidential and you hereby grant us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such comments as we deem appropriate, for any and all commercial and/or non-commercial purposes, in our sole discretion.
You hereby certify that you are at least 13 years of age. Those under the age of 13 are prohibited from using the services. You will ensure the email address provided in your account registration is valid at all times and will keep your contract information accurate and up-to-date. You will not use the services or materials for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading. You will not use the services or materials if you are located in a country embargoed by Canada. You will not imply or state, directly or indirectly, that you are affiliated with or endorsed by Noshful without our express written permission. You may not upload or transmit or otherwise make available or initiate any content that contains software viruses, worms, trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the services offered by us. You may not send messages using the services which do not correctly identify the sender and you may not alter the attribution of origin in electronic mail messages. You will not share your password, let anyone else access your account, or do anything that might jeopardize the security of your account. You will not attempt to or actually access the services or materials by any means other than through the interfaces provided by Noshful. You will not override any security component included in or underlying the materials or services. Noshful may determine in its sole discretion whether or not an account is in violation of any of these policies. Violation of any of these policies may result in user information tracking with such information being stored to identify the offending user. Offending users may be permanently restricted from holding an account or using the services. If Noshful reasonably determines that your account is being used for illegal activity then your account may be terminated. We may also report you to law enforcement officials in the appropriate jurisdictions.
Services may be terminated by us, without cause, at any time. Notice of termination of services may be sent to the contact e-mail associated with your account. Upon termination, we have the right to delete all data, files, or other information that is stored in your account.
THIRD PARTY WEBSITES
The site may contain links to other web sites owned by third parties. Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. You agree that we shall not be responsible for any loss or damage of any sort incurred as a result of your use of any third party sites and/or third party services, whether or not you were linked to or directed to a third party site or third party service through the site. You acknowledge that third party sites and third party services may be subject to the applicable third party provider's terms of service, and you are solely responsible for reviewing and complying with any such terms of service.
DISCLAIMER OF WARRANTY
THE SITE, SERVICES AND MATERIALS ARE PROVIDED 'AS IS', 'AS AVAILABLE', 'WITH ALL FAULTS' AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NOSHFUL DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRIGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER NOSHFUL NOR ITS LICENSORS WARRANT THAT ACCESS TO THE SITE, THE MATERIALS AND/OR THE SERVICES AVAILABLE ON OR THROUGH THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES NOSHFUL MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES, THE MATERIALS OR THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND YOUR RELIANCE UPON THE SERVICES AND/OR THE MATERIALS IS AT YOUR SOLE RISK. IN ADDITION, NOSHFUL IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH THE SITE TO ANYONE. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT TAX, LEGAL OR OTHER PROFESSIONALS. THE SERVICES DO NOT PROVIDE TAX OR LEGAL ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING SUCH ADVICE. FURTHER, NOSHFUL AND ITS LICENSORS MAKE NO REPRESENTATION OR WARRANTIES THAT THE SERVICES OR THE MATERIALS OR THE SITE ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL GEOGRAPHIC LOCATIONS. IF YOU USE THE SITE, THE SERVICES OR THE MATERIALS OUTSIDE CANADA, YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION EXPORT AND IMPORT REGULATIONS OF OTHER COUNTRIES. NEITHER NOSHFUL NOR ANY THIRD PARTY PROVIDERS WARRANT THAT THE SITE, ITS SERVERS, THE MATERIALS OR THE SERVICES OR ANY E-MAIL SENT FROM THE SITE OR ANY THIRD PARTY PROVIDERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LIMITATION OF LIABILITY
WE ARE NOT LIABLE TO YOU OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, WHETHER UNDER A THEORY OF BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MALPRACTICE OR OTHERWISE, EVEN IF NOSHFUL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU HEREBY RELEASE NOSHFUL AND HOLD NOSHFUL AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, AND THEIR OFFICERS, DIRECTORS, TRUSTEES, AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, MATERIALS, SITE, YOUR CONTENT, COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE. YOU HEREBY WAIVE THE PROVISIONS OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
IN THE EVENT OF ANY PROBLEM WITH THE SITE, THE SERVICES, THE MATERIALS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SITE, THE SERVICES AND THE MATERIALS. UNDER NO CIRCUMSTANCES SHALL NOSHFUL, ITS AFFILIATES, OR LICENSORS BE LIABLE IN ANY WAY FOR YOUR USE OF THE SITE. THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, THE USE OF THE SITE, THE SERVICES, THE MATERIALS, YOUR CONTENT, THE COMMERCIAL PRODUCTS OR ANY THIRD PARTY USER GENERATED CONTENT AVAILABLE ON OR THROUGH THE SITE. THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
We may modify, replace, refuse access to, suspend or discontinue the services, partially or entirely, or add, change and modify prices for all or part of the services for you or for all our users at any time and in our sole discretion. All of these changes shall be effective upon their posting on the site or by direct communication to you unless otherwise noted. We further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by us to be contrary to this agreement. For avoidance of doubt, Noshful has no obligation to store, maintain or provide you a copy of any content that you provide when using the services.
You agree to indemnify, hold harmless, and defend Noshful and its licensors, suppliers, officers, directors, employees, agents, people, affiliates, subsidiaries, successors and assigns (collectively 'Indemnified Parties') from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys' fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your use (or anyone using your account's) use of the services, the site or the materials, (ii) your content, or (iii) any commercial products you offer on or through the site or using our services. This includes, but is not limited to, any breach or violation of this agreement by you or anyone utilizing your account. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defence and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without our express written consent.
We reserve the right, in our sole discretion, to modify or replace any part of this agreement at any time, effective upon the date of the change. In the event of any such change, we will post a notice on the site that we have changed this agreement. If you have an Noshful account, we may (but are not required to) provide you with notice via the email address that we have on file for you that we have changes this agreement. You and we both understand that sometimes there are issues with email communication. We are not responsible if any email notice gets caught by your spam filter and you do not see it, if you have given us the wrong email address (or simply failed to update your address) or if there are other communications issues that prevent email from properly reaching you. Therefore, we encourage you to frequently visit this page periodically to monitor any changes. Your continued use of or access to the services following the posting of any changes to this agreement constitutes acceptance of those changes. We may also, in the future, offer new services and/or features through the site (including the release of new tools and resources). For the avoidance of doubt, such new features and/or services shall be subject to our terms and conditions.
The information, interpretation and performance of this agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Ontario without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of Canada. The complete exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the province and federal courts located in Ontario, and you hereby submit to the personal jurisdiction of such courts. You waive any right to a jury trial in any proceeding related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
You acknowledge that a violation or attempted violation of any of this agreement will likely cause such damage to Noshful as will be irreplaceable, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that Noshful shall be entitled to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as to recover from you any costs and expenses sustained or incurred by Noshful in obtaining such injunction, including, without limitation, reasonable attorney's fees. You agree that no bond or other security shall be required in connection with such injunction. In no event shall you be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of Noshful, the exploitation of any advertising or other materials issued in connection therewith, or the exploitation of the site or any content used or displayed through the site.
If any portion of this agreement is found to be unenforceable, the remaining portion will remain in full force and effect. If we fail to enforce anything from this agreement, it will not be considered a waiver. Any amendment to or waiver of this agreement must be made in writing and signed by us. You will not transfer any of your rights or obligations under this agreement to anyone else without our prior written consent. All of our rights and obligations under this agreement are assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. This agreement does not confer any third party beneficiary rights. A printed version of this agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other documents and records originally generated and maintained in printed form.