Application Terms of Use

Application Terms of Use Agreement

THIS APPLICATION, ANY OUTPUT, RESULTS OR INFORMATION, ARE PROVIDED “AS IS”. WE OFFER NO WARRANTY, EXPLICIT OR IMPLIED, REGARDING THE APPLICATION OR ANY RIGHTS OR LICENSES THERETO OR UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT PROVIDE ANY REPRESENTATIONS, WARRANTY OR GUARANTEE REGARDING THE ACCURACY, SUITABILITY, COMPLETENESS, FITNESS, PROFITABILITY, LIKELIHOOD OF FINANCIAL LOSS FOR ANY, OUTPUT, RESULTS OR INFORMATION ON THE APPLICATION AS FURTHER DESCRIBED BELOW

WE SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE APPLICATION AS FURTHER DESCRIBED BELOW.

You are only provided access to the Application to assist us in beta testing this Application and providing us with your feedback. This Application is for informational purposes only for the purpose of beta testing.

A beta tester is a volunteer position. This means that, if you decide to beta test, you perform the beta testing  on a voluntary basis and you will not receive remuneration, benefits or payment for the beta testing. In other words,  you are not an employee, independent contractor or consultant. You can cease beta testing at any time in accordance with this agreement. 

This Application is not intended for use in executing a real trade(s) or holding a position(s) as against the Toronto Stock Exchange (TSX) or any other market or exchange and you explicitly agree not to engage in such trades relying upon this Application.

  1. Introduction

1.1    These terms of use explain how you may use this computer application (the “Application”). References in these terms to the Application includes the Application that you accessed/are accessing  including any website[s]: grahamwall.ca and all associated web pages. You should read these terms and conditions carefully before using the Application. By accessing or using this Application or otherwise indicating your consent, you agree to be bound by these terms and conditions and the documents referred to in them. If you do not agree with or accept any of these terms, you should cease using the Application or any associated Applications or websites immediately and advise us immediately to surrender any and all user names, passwords, keys, etc. If you have any questions about this Application, please contact us at mailto:betatest@grahamwall.ca?subject=Inflexion Betatest.

1.2    Definitions

Content means any text, images, data, results, video, audio or other multimedia content, software or other information or material submitted to, subsisting on or accessible from the Application.
We, us or our means 10128074 Canada Inc., and whose contact office is at 3rd floor-270 George St N, Peterborough, ON K9J 3H1.
You or your means the person accessing or using the Application or its Content

1.3    Privacy Policy and Additional Terms: these terms include our Privacy Policy which shall be subject to these terms in the event of any conflict or inconsistency. These terms may also be supplemented or replaced by additional terms (“Additional Terms”) relating to specific Content, goods or services made available or supplied by us. Additional Terms will be made available on relevant pages or parts of the Application and will be accessible by you for your acceptance before you use the Application. Additional Terms shall prevail to the extent there is any conflict or inconsistency with any other of these terms.

1.4    This Application is intended for and directed to users to test and provide feedback on the Application.

1.5    Accessibility: we seek to make this Application as accessible as possible. If you have any problems accessing this Application or the content contained on it, please contact us at mailto:betatest@grahamwall.ca?subject=Inflexion Betatest.

  1. Restrictions on use

2.1    You are only provided access to the Application to assist us in beta testing this Application and providing us with your feedback. In any event, the Application is for your personal and non-commercial use only. As a condition of your use of the Application, you agree:

2.1.1   not to use the Application for any purpose that is unlawful under applicable law, or prohibited by these terms and conditions;

2.1.2   not to defame or disparage anybody or make comments of an obscene, derogatory or offensive manner or otherwise use the Application or its Content in a way that brings us or any third party into disrepute or causes us to be liable to any third party;

2.1.3   not to reverse engineer, decompile, copy, modify, distribute, transmit, license, sublicense, display, revise, perform, transfer, sell or otherwise make available to any third party or otherwise publish, deep-link, create derivative works from or exploit in any way the Application or its Content except as permitted by us under these terms or as expressly provided under applicable law and/or under any Additional Terms;

2.1.4   not to use the Application to distribute viruses or malware or other similar harmful software code;

2.1.5   not to represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so in writing; and

2.1.6   that you are solely responsible for all costs and expenses you may incur in relation to your use of the Application and shall be solely responsible for keeping your password and other account details confidential;

2.1.7   not to perform any act, nor permit any act to be performed by a third party, that would harm, or in any way negatively affect or diminish our intellectual property or other proprietary rights in or the Application or any of our other rights in law or equity. These intellectual property rights include, but are not limited to, the look and feel of the Application and the display of any results or data;

2.1.8   use the Application to develop any product or service having the same or similar primary function as the software included in the Application;

2.1.9   use the Application only for beta testing and providing us with your feedback; and

2.1.10  that your beta testing of this Application is voluntary and you will not receive any compensation for beta testing the Application and providing us with feedback.

2.1.11  this Application is not intended for use in executing a real trade(s) or holding a position(s) against the TSX or any other market or exchange and you explicitly agree not to engage in such trades relying upon this Application.

2.2    We reserve the right to prevent or suspend your access to the Application if you do not comply with any part of these terms and conditions or any applicable law. Further, we may prevent or suspend your access to the Application at anytime in our sole discretion for any reason.

  1. Ownership, use and intellectual property rights

3.1    This Application and all intellectual property rights in the Application (including without limitation any Content) are owned by us and/or our licensors. We and our licensors reserve all our intellectual property rights (which include without limitation all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world.

3.2    Nothing in these terms and conditions grants you any rights in the Application other than as necessary to enable you to access the Application and provide us with feedback as part of beta testing this Application. You agree not to adjust in any way, the Application to try to circumvent or delete any intellectual property notices contained on the Application and in particular in any digital rights or other security technology embedded or contained within any Application Content.

3.3    Trade marks: Trade-marks and trade names may be used on this Application. The use or misuse of any trade-marks or any other Content on the Application except as provided in these terms and conditions is strictly prohibited. Nothing contained on the Application shall be construed as granting, by implication, estoppel or otherwise, any licence or right to use any trademark without our prior written permission.

  1. Software

4.1    Where any software is made available for downloading from the Application or as a result of your use of the Application, this is our copyrighted work and/or that of our licensors. You may only use such software in accordance with these terms or with the terms of the end user licence agreement, if any, which accompanies the software and, subject thereto, in accordance with these terms. All such software is made available for downloading solely for the purposes of assisting us with beta testing and providing us with feedback. Any archiving, reproduction or redistribution of software not in accordance with the end user licence agreement and/or these terms is expressly prohibited, and may result in severe civil and criminal penalties.

  1. Submitting information with respect to the Betatesting of the Application

5.1    The Application is not a secure means of communication and any information you supply to us may not be kept confidential. By transmitting or posting any submission or other material to us, you agree that, subject to our Privacy Policy, we are entitled to use any such information in any manner we see fit (including reproduction, transmission, publication, broadcast, and posting on any media and anywhere in the world) on a free of charge basis. We shall not be subject to any obligation of confidentiality nor be liable for any use and/or disclosure of such submissions. You are however required to keep confidential all aspects of the Application and any feedback that you provide to us.

5.2    Where our Application enables you to communicate with us and/or other users of the Application, you may not use the Application to transmit harmful or offensive (e.g., violent, obscene, discriminatory, defamatory or otherwise illegal) communications or material which might otherwise bring us or the Application into disrepute. Although we reserve the right to monitor, edit, review or remove discussions, chats, postings, transmissions, bulletin boards and similar communications on the Application from time to time, we are under no obligation to do so and assume no responsibility or liability arising from any Content posted on the Application nor for any error, omission, infringement, defamatory statement, obscenity, or inaccuracy contained in any such information. Our right to use submissions or other material provided by you is exclusive, freely transferable and worldwide. You are not entitled to use or share the material that you submit to us.

5.3    You represent and warrant that any Content you supply to us is and shall be your own original work/or ideas and has been lawfully provided to us and that you have all necessary consents to provide this to us and that we shall be entitled to disclose your name with any such Content that we may choose to publish. You agree that you waive all moral rights you may have in any such Content but that any personal data you supply with your Content may, if we choose to do so, be used by us as described in our Privacy Policy.

  1. Accuracy of information and availability of the Application

6.1    While we use reasonable efforts to include accurate and up-to-date information in the Application, we do not represent, warrant or promise (whether expressly or by implication) that any Content is or remains available, accurate, complete and up to date, free from bugs, errors or omissions or fit or suitable for any purpose. You agree NOT to rely on any of Content, output and/or results provided by the Application. Any reliance you may place on the information on this Application is at your own risk and we may suspend or terminate operation of the Application at any time at our sole discretion if you rely upon the Content, results or output of the Application. Content on the Application is provided for your beta testing and providing us with feedback only. It does not constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes.

  1. Hyperlinks and third party Applications

7.1    The Application may contain hyperlinks or references to third party websites or Applications. Any such hyperlinks or references are provided for your convenience only. We have no control over third party Applications or websites and accept no responsibility for any content, material or information contained in them. The display of any hyperlink and reference to any third party web Application or websites does not constitute an endorsement of such third party’s web Application or websites, products or services. Your use of a third party Application or website may be governed by the terms and conditions of that third party Application.

  1. Warranties and limitation of liability

8.1    You agree that your use of the Application is on an “as available” basis. As stated above, except as otherwise expressly required by applicable law, we make no representations, warranties, conditions or other terms (whether express or implied) in relation to the provision of the Application, including without limitation as to completeness, accuracy and currency or any Content on the Application, or as to satisfactory quality, or fitness for particular purpose. We do not warrant that the Application will be uninterrupted, timely, secure, or error-free.

8.2    You expressly understand and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, monetary loss, damages for loss of profits, any remedies regarding violations of copyright or other intellectual property infringement including personality rights, publicity rights, goodwill, use, or other intangible losses resulting from the use of the Application, any results, information, or supplier information that are presented on the Application.

8.3    To the maximum extent permitted by applicable law, we exclude all liability (whether arising in contract, tort, breach of statutory duty or otherwise) which we may otherwise have to you as a result of any error or inaccuracies in any Content, your use of the Application, the unavailability of the Application for whatsoever reason, and any representation or statement made in the Application or during our communications regarding the Application.

8.4    We will not be liable for any loss or damage we cause when you started using the Application, for example if you lose revenue, salary, profits or reputation as a result of your use of the Application and/or the acts or omissions of any third party such as other users of the Application or any other indirect or consequential loss or damage you may incur in relation to the Application and its Content.

8.5    You agree to indemnify and hold us harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of terms or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

  1. General

9.1    These terms are dated 7 July 2017. No changes to these terms are valid or have any effect unless agreed upon by us in writing. We reserve the right to vary these terms and conditions from time to time. Our new terms will be displayed on the Application and by continuing to use and access the Application following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these terms and conditions from time to time to verify such variations.

9.2    Unless otherwise expressly stated in these terms and conditions, all notices from you to us must be in writing and sent to our contact address at mailto:betatest@grahamwall.ca?subject=Inflexion Betatest and all notices from us to you will be displayed in the Application from time to time.

9.3    We shall have no liability to you for any breach of these terms caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.

9.4    If any part of these terms and conditions is unenforceable (including any provision in which we exclude or limit our liability to you) the enforceability of any other part of these terms and conditions will not be affected. If we choose not to enforce any right that we have against you at any time, then this does not prevent us from later deciding to exercise or enforce that right.

9.5 These terms and conditions, together with CONFIDENTIAL DISCLOSURE AND NONCIRCUMVENTION AGREEMENT you signed, Privacy Policy and any applicable Additional Terms contain the entire understanding and agreement between us and you in relation to your use of the Application and supersede and replace any representation, statement or other communication (whether written or otherwise) made by you or us which is not contained herein. Save for fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.

9.6    You may not assign, sub-license or otherwise transfer any of your rights and obligations in these terms to any other person without prior written permission by us.

9.7    These terms and conditions shall be construed in accordance with and governed by the laws in effect within the Province of Ontario.

9.8    The parties acknowledge that they have required that these terms and conditions and all related documents be prepared in English. Les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en
anglais.