TERMS OF WEBSITE USE
Thank for visiting heywise.com (the “Site”). By visiting this Site and accessing any content or using any of the services or products available through the Site, you agree to the following terms and conditions.
IF YOU DO NOT AGREE TO THIS AGREEMENT IN ITS ENTIRETY, YOU ARE NOT
AUTHORIZED TO ACCESS OR USE ANY PRODUCTS OR SERVICES, OR THIS SITE IN
ANY MANNER OR FORM.
1. USE OF THE SITE – Assembly is granting you the right to access and view the Site provided that you are of legal age to form a binding contract in your applicable jurisdiction. When viewing and accessing the Site, you agree to comply with your own local laws and regulations regarding online conduct and acceptable content, including laws regulating the export of data to and from your country of residence. You agree that you are responsible for your own conduct when accessing and using the Site, and for any consequences thereof. You understand that by visiting and accessing the Site, you may be exposed to content that you may consider to be offensive, objectionable, indecent, or inappropriate. You agree that visiting and accessing the Site is at your own risk.
2. SITE AVAILABILITY – Assembly uses reasonable endeavours to ensure that the Site is available 24 hours a day 7 days a week. However, there will be occasions when the Site will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of Assembly. Every reasonable step will be taken by us to minimize such disruption where it is within the reasonable control of Assembly. You agree that Assembly shall not be responsible or liable to you for the deletion or failure to make available any content and other communications maintained or transmitted through the Site, or any modification, suspension or discontinuance of the Site. You acknowledge that Assembly reserves the right, in its sole discretion, to limit your ability to access and use the Site or any other resources or content made available on the Site. Assembly reserves the right to terminate, suspend, or limit certain features or functionality of the Site in its sole discretion.
4. Copyright Restriction – The Site contains copyrighted material, trade secrets and other proprietary and confidential material that is protected by applicable intellectual property and other laws and treaties. Assembly or the applicable third party licensor(s), retain all patent, trademarks, and copyright to any content published on the Site. Subject to the terms and conditions of this Agreement, Assembly grants to you a limited, non-transferable and non-exclusive right to access and use the Site. You shall not directly, and shall not attempt to allow or assist any third party to, modify, reverse engineer, disassemble or decompile the Site, nor shall you create any derivative works or other works that are based upon or derived from the Site content in whole or in part. Assembly retains sole and exclusive ownership of all right, title and interest in and to the content provided through the Site and all Intellectual Property rights relating thereto including without limitation Assembly’s name, any Assembly logos and graphic files that represents the Site content. You further agree not to remove, obscure, or alter any Assembly or any third party copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Site. You acknowledge and agree that third parties, may own right, title and interest in and to the content hosted on the Site or otherwise presented to you through the Site, and that such content may be protected by applicable intellectual property and other laws and treaties. Copyright law and international copyright treaty provisions protect all parts of the Site. No program, code, part, image, or text may be copied or used in any way by you except as intended within the bounds of this Agreement. All rights not expressly granted hereunder are reserved for Assembly or its applicable licensors.
5. ADVERTISING AND LINKS – Assembly may display third party advertisements and promotions on the Site. The manner, mode and extent of advertising by Assembly on the Site are subject to change at any time. You agree that Assembly shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of your dealings with such third parties. Assembly may provide, or third parties may provide, links to other Internet sites or resources. Because Assembly has no control over such sites and resources, you acknowledge and agree that Assembly is not responsible for the availability of such external websites or resources or the content or policies that govern the use of those websites. Furthermore, Assembly does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Assembly shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such advertising content, goods or services available on or through any such site or resource, nor will Assembly accept any responsibility for any viruses, worms, Trojan horses or other forms of destructive malware that may infect your computer systems as a result of your use of any third party websites.
6. DISCLAIMER OF WARRANTIES – THIS SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES EXCEPT AS OTHERWISE SPECIFIED HEREIN. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ASSEMBLY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
ASSEMBLY DOES NOT WARRANT THAT (I) THE SITE OR ANY PUBLISHED CONTENT WILL MEET YOUR REQUIREMENTS; (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY CONTENT, INFORMATION, OR OTHER RELATERD MATERIALS PROVIDED OR OFFERED THROUGH THE SITE WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS IN THE SITE OR PUBLISHED CONTENT WILL BE CORRECTED.
ANY CONTENT AND INFORMATION OBTAINED THROUGH YOUR USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SITE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ASSEMBLY OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
7. Limitation of Liability/Indemnification – Information on this Site may contain technical inaccuracies or typographical errors although Assembly will make commercially reasonable efforts to maintain and review all its content. Information and any content available on this Site may be changed or updated at any time without prior notice to you. You will indemnify, hold harmless, and defend Assembly, its employees, directors, officers, and authorized agents against any and all claims, proceedings, demand and costs (including litigation costs and attorneys’ fees) resulting from or in any way connected with your use of the Site, the information, and any content that is made available on the Site through your breach of any of the terms and conditions of this Agreement. In no event (including, without limitation, in the event of negligence) will ASSEMBLY, its employees, directors, officers, or authorized agents be liable for any actual, consequential, incidental, direct, indirect, special or punitive damages whatsoever (including, without limitation, damages for loss of profits, loss of use, LOSS OF GOODWILL, business interruption, loss of information or data, or pecuniary loss), in connection with or arising out of or related to this Agreement, ANY SITE CONTENT, or the use or inability to use this SITE, or the furnishing, performance or use of any other matters hereunder whether based upon contract, tort or any other theory including negligence, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Termination – Assembly reserves the right to terminate this Agreement or your access to the Site at any time and with or without cause and without notice.
9. Governing Law – This Agreement and all claims related to it, or the performance by both parties under it, shall be governed exclusively by the laws of the Province of British Columbia and the laws of Canada applicable therein except any principles regarding conflicts of law rules. You hereby irrevocably attorn and submit to the exclusive jurisdiction of the courts of Victoria, British Columbia, and any competent Courts of Appeal therefrom, and expressly and irrevocably waive any defense of personal and/or subject matter jurisdiction in those courts or any claim on the grounds of forum non conveniens. The failure of Assembly to exercise or enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by you of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect Assembly’s ability to enforce each and every such provision thereafter. If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any other provisions.
10. NOTICE AND AMENDMENT TO TERMS – Assembly reserves the right to amend the terms and conditions of this Agreement at any time. We shall notify you of any material changes to this Agreement by providing you with notification of such changes which will appear in a prominent location on the Site. Your accessing of and continued use of the Site constitutes your acknowledgement and acceptance of any modified terms to the Agreement.
11. ENTIRE AGREEMENT – The Terms of Service and Website Use (including any policies, guidelines or amendments that may be presented to you from time to time) constitute the entire agreement between you and Assembly and govern your use of the Site, superseding any prior agreements between you and Assembly. You also may be subject to additional terms and conditions that may apply when you use any other current or future services made available through the Site. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.