This Agreement governs use of the website for Citimark Group and its subsidiaries and affiliates (collectively herein, “Citimark”). It exempts CITIMARK and other persons from liability or limits their liability, and contains other important provisions that you should read. By using the website, you acknowledge and signify that you have read, understood and agreed, without limitation or qualification, to be bound by this Agreement. If you do not agree to each provision of this Agreement or you are not authorized to agree and to accept this Agreement on behalf of the person you purport to represent, you may not access or use the CITIMARK Website.
1. Your Acceptance of this Agreement
This is an Agreement between you and Citimark regarding your access to and use of the CITIMARK website and all content, information, and services available on or through the website (collectively, the “Website”). Each time you use the Website you signify your acceptance of and agreement, without limitation or qualification, to be bound by this Agreement as it then reads, and you represent and warrant that you have the legal authority to agree and to accept this Agreement on your own behalf or any person you purport to represent.
2. Your Acceptance of this Agreement
The Website may be accessed and used only by persons in jurisdictions where CITIMARK’s products and services may lawfully be provided (collectively, “Authorized Jurisdictions”), and by individuals who can form legally binding contracts on their own behalf or any person they purport to represent and who have accepted this Agreement. The Website, and the information and documents available on or through the Website, are not intended for persons resident or located in any jurisdiction other than the Authorized Jurisdictions. You are solely responsible for determining whether your use of the Website is lawful, and you must comply with all laws applicable in the jurisdiction from which you are accessing and using the Website.
3. Scope of Agreement
This Agreement governs your use of the Website and is the entire agreement between you and CITIMARK relating to your use of the Website and supersedes all previous agreements, written, oral or otherwise, between you and CITIMARK with respect to your use of the Website. This Agreement is in addition to and supplements any other written agreements you may have with CITIMARK concerning your dealings with CITIMARK generally. If there is any inconsistency or conflict between this Agreement and any other agreements that you have with CITIMARK, this Agreement will govern regarding access to and use of the Website, and the other agreements will govern regarding all other matters.
4. Changes to this Agreement
CITIMARK may in its discretion change, supplement or amend this Agreement from time to time as it relates to your future use of the Website, without any prior notice or liability to you or any other person, by posting the revised Agreement on the Website. Each time you use the Website after this Agreement has been revised, you signify your acceptance of and agreement to be bound by the revised Agreement, without limitation or qualification, and you represent and warrant that you have the legal authority to agree and accept the revised Agreement on your own behalf or any person you purport to represent. If you do not agree with each provision of the revised Agreement, or you are not authorized to agree and accept the revised Agreement on your own behalf or any person you purport to represent, you may not continue to use the Website. You may not change, supplement or amend this Agreement or any revised Agreement in any manner.
5. No Advice
The Website is for informational purposes only. The Website is not a comprehensive or detailed statement concerning the matters addressed, nor does it contain detailed advice or recommendations (including any financial or legal advice). It is your sole responsibility to obtain appropriate and qualified professional advice before acting or omitting to act based upon any information obtained on or through the Website.
Email is not secure or confidential, and email delivery can be delayed or misdirected. If you use email to communicate with CITIMARK, you do so at your own risk. CITIMARK will not be responsible or liable to you or any other person for any loss or damage suffered as a result of your use of email to communicate with CITIMARK, or the use of email by CITIMARK to communicate with you or other persons at your express or implied request.
7. Disclaimers, Liability Exclusions/Limitations/Release and Indemnity
CITIMARK does not accept any liability for your use of the Website. The following provisions apply to all matters arising from, connected with or relating to the Website.
Your access to and use of the Website is at your own risk. The Website is provided on an “as is” and “as available” basis, without any representations, warranties or conditions of any kind, whether express or implied, and including without limitation implied representations, warranties or conditions of or relating to accuracy, accessibility, availability, completeness, errors, fitness for a particular purpose, merchantability, non-infringement, performance, quality, results, security, sequence, or timeliness, all of which are hereby disclaimed by CITIMARK to the fullest extent permitted by law. There will not be any representations, warranties or conditions created by a course of dealing, course of performance or trade usage.
b) Liability Exclusions and Limitations/Indemnity and Release
Notwithstanding any other provision of this Agreement, and to the maximum extent permitted by applicable law:
i. Liability Exclusions and Limitations/Indemnity and Release
ii. Notwithstanding any other provision of this Agreement, and to the maximum extent permitted by applicable law:
iii. Exclusions: Under no circumstances will CITIMARK ever be liable to you or any other person for any loss or damage (including without limitation direct, indirect, incidental, consequential, special, punitive, or exemplary loss or damage) arising from, connected with, or relating to the Website or this Agreement., Limitations: If, notwithstanding this Agreement, CITIMARK is liable to you or any other person, then in no event and under no circumstances will CITIMARK’s total aggregate liability to you or any other person under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), ever exceed $10 (CDN).
You will indemnify, defend and hold CITIMARK harmless from and against all liabilities, expenses and costs, including without limitation reasonable legal fees and expenses, incurred by CITIMARK in connection with any claim or demand arising out of, related to, or connected with your access to or use of the Website, your breach of this Agreement, or any wrongful conduct by you or any person for whom you are responsible under this Agreement or at law. You will assist and co-operate as fully as reasonably required by CITIMARK in the defence of any such claim or demand.
The exclusion of certain warranties and conditions and the exclusion or limitation of certain liabilities are prohibited by law in some jurisdictions. Such limitations may apply to you.
8. Personal Information Privacy
9. Ownership and Use of the Website
The Website (including the text, designs, images, software) available on or through the Website are the property of CITIMARK and other persons, and are protected by Canadian and international copyright, trademark and other laws. Your use of the Website does not transfer to you any ownership or other rights in the Website.
The Website is made available to you for your lawful, personal use only. You may use the Website only in the manner described expressly in this Agreement and subject to all applicable laws. Links to the Website without the express written permission of CITIMARK are strictly prohibited. To request permission to link to the Website, please send an email to email@example.com. CITIMARK may in its discretion cancel and revoke any permission it may give to link to the Website at any time and without any notice or liability to any person. The Website and its content may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, framed, data-mined, scraped, mirrored or distributed in any way, in whole or in part, without the express prior written consent of CITIMARK. You may not use any browsing or display technologies in connection with your use of the Website or to post comments, communications, or any other data of any kind to or on the Website with the intention that such postings may be viewed by other users of the Website.
10. Trademark Information
CITIMARK owns a number of registered and unregistered trademarks, service marks and trade names, including without limitation: CITIMARK. Other product and company names and logos appearing on or in connection with the Website may be registered or unregistered trademarks, service marks, trade names and logos of their respective owners. Any use of the trademarks, service marks, trade names or logos displayed on or in connection with the Website (collectively, “Marks”) is strictly prohibited. Nothing appearing on or in connection with the Website will be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Marks.
11. Other Sites
For your convenience, the Website may include links or references to other Internet sites or resources operated by other persons (collectively, “Other Sites”). Other Sites are independent from CITIMARK, and CITIMARK has no responsibility or liability for or control over Other Sites or their content. CITIMARK does not sponsor or endorse Other Sites. Your use of Other Sites and your dealings with the owners or operators of Other Sites is at your own risk, and you will not make any claim against CITIMARK arising from, connected with, or relating to your use of Other Sites or your dealings with the owners or operators of Other Sites. The provisions of this Agreement under section 7 will apply, with all necessary modifications, to your access to and use of Other Sites.
12. Changes / Termination
CITIMARK may in its discretion and for its convenience at any time change, discontinue, modify, restrict, suspend or terminate the Website or any part of it without any notice or liability to you or any other person. CITIMARK may in its discretion and for its convenience at any time immediately suspend or terminate (in whole or in part) your permission to access and use the Website without any notice or liability to you or any other person. If this Agreement or your permission to access or use the Website is terminated by you or CITIMARK for any reason, then this Agreement will continue to apply and be binding upon you regarding your prior access to and use of the Website, and anything connected with, relating to or arising therefrom.
13. Governing Law and Dispute Resolution
This Agreement, your access to and use of the Website, and all related matters are governed solely by the laws of British Columbia, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws. Any dispute between you and CITIMARK or any other person arising from, connected with or relating to the Website, this Agreement, or any related matters (collectively “Disputes”) will be resolved before the Courts of British Columbia, sitting in the City of Vancouver, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of all Disputes.
14. Other Matters
If any provision of this Agreement is determined to be unenforceable or invalid for any reason, then that provision will be deemed to be severed from this Agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of any such severance this Agreement would fail in its essential purpose.
This Agreement enures to the benefit of and is binding upon each of CITIMARK and its successors, assigns, licensees and related persons, and you and your heirs, executors, administrators, successors, permitted assigns and personal representatives. You may not assign this Agreement or the rights and obligations under this Agreement. CITIMARK may assign this Agreement and its rights and obligations under this Agreement without your consent.
The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient rediges en anglais.
Any rights not expressly granted by this Agreement are reserved to CITIMARK.