Terms of Use - charts.raymarine.com

1. Your relationship with charts.raymarine.com

1.1 The charts.raymarine.com websites, services and software (collectively, the "Services") are owned by Northport Systems Inc. (also known as Fugawi Software), the principal place of business of which is at 411 Richmond Street East, Suite 307, Toronto, Ontario, M5A 3S5 ("Northport") and operated by Northport for the joint benefit of Northport and Raymarine UK Ltd., a FLIR company, the principal place of business of which is at Marine House, 5 Harbourgate, Southampton Road, Portsmouth, Hampshire, PO6 4BQ, UK ("Raymarine"). Your use of the Services is subject to the terms of a legal agreement between you and both Northport and Raymarine. Charts.raymarine.com is a trade mark of Raymarine. This document explains how the agreement is made up, and sets out some of the terms of that agreement. This document may exclude services provided to you by Northport or Raymarine under separate written agreements. Collectively, Northport and Raymarine are herein referred to as the "Licensors".

1.2 Unless otherwise agreed in writing with the Licensors, your agreement with the Licensors will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms".

1.3 Your agreement with the Licensors will also include the terms of any legal notices applicable to the Services, in addition to the Universal Terms. All of these are referred to herein, collectively, as the "Additional Terms". Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.

1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and the Licensors in relation to your use of the Services. It is important that you take the time to read them carefully. This legal agreement is referred to herein as the "Terms".

1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.

2. Accepting the Terms

2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by:

(A) clicking to accept or agree to the Terms, where this option is made available to you by the Licensors in the user interface for any Service; or
(B) by using the Services. In this case, you agree that the Licensors will treat your use of the Services as acceptance of the Terms from that point onwards.

2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with the Licensors, or (b) you are a person barred from receiving the Services under the laws of Canada or other countries including the country in which you are resident or in which you use the Services.

2.4 Before you continue, you should print or save a copy of the Terms for your records.

3. Language of the Terms

3.1 Where the Licensors have provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language version of the Terms will govern your relationship with the Licensors.

3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

4. Provision of the Services

4.1 Northport may have affiliates around the world (the "Affiliates"). Sometimes, the Affiliates will be providing the Services to you on behalf of the Licensors. You acknowledge and agree that the Affiliates will be entitled to provide the Services to you.

4.2 The Licensors are constantly innovating in order to provide the best possible experience for their users. You acknowledge and agree that the form and nature of the Services which the Licensors provide may change from time to time without prior notice to you.

4.3 As part of this continuing innovation, you agree that the Licensors may at their sole discretion and without prior notice to you stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally. You may stop using the Services at any time. You do not need to inform the Licensors when you stop using the Services.

4.4 You agree that if the Licensors disable access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

4.5 You acknowledge and agree that the Licensors may set an upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space or bandwidth used for the provision of any Service. Such fixed upper limits may be set by the Licensors at any time, at their sole discretion.

4.6 If Northport has received a fee from you for provision of the Services and should the Services fail to perform in accordance with the limited warranty, your exclusive remedy shall be either a pro rata refund of the fees paid subsequent to the date you notified Northport of the failure or repair or replacement of the Services, at the sole discretion of Northport. The limited warranty shall not be available if failure of the Services has resulted from accident, abuse or misapplication. Any replacement Services will be warranted only for the remainder of the initial warranty period.

4.7 If the Licensors, at their sole discretion, suspend, cancel or otherwise restrict your use of Services for which you have paid the Licensors a fee, your exclusive remedy shall be a pro rata refund of the fees paid which correspond with the period in which the Licensors disabled your access to the Service. If the Licensors suspend, cancel or otherwise restrict your use of Services for which you have paid the Licensors a fee, due to failure by you to conform to these Terms, then no refund of the fees paid shall be applied.

5. Use of the Services by you

5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to The Licensors will always be accurate, correct and up to date.

5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from Canada, the United States or other relevant countries).

5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by the Licensors, unless you have been specifically permitted to do so in a separate agreement with the Licensors. You agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and you shall comply with the instructions set out in any robots.txt file present on the Services.

5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

5.5 Unless you have been specifically permitted to do so in a separate agreement with the Licensors, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

5.6 You agree that you are solely responsible for (and that the Licensors have no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which the Licensors may suffer) of any such breach.

6. Your passwords and account security

6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

6.2 Accordingly, you agree that you will be solely responsible to the Licensors for all activities that occur under your account.

6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify the Licensors immediately at support@voyageXchange.com.

7. Privacy and your personal information

7.1 For information about the Licensors' data protection practices, please read the Voyage XChange privacy policy. This policy explains how the Licensors treat your personal information and protect your privacy when you use the Services.

7.2 You agree to the use of your data in accordance with the Voyage XChange privacy policiy.

8. Content in the Services

8.1 You understand that all information (such as, but not limited to data files, map images, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have uploaded to the Services, or otherwise have access to through the Services are the sole responsibility of the person or organization from which such content originated. All such information is referred to herein as the "Content".

8.2 Content presented to you as part of the Services or uploaded by you to the Services including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to the Licensors (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on the Content (either in whole or in part), unless you have been specifically told that you may do so by the Licensors or by the owners of that Content, in a separate agreement.

8.3 The Licensors reserve the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.

8.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.

8.5 You agree that you are solely responsible for (and that the Licensors have no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which the Licensors may suffer) by doing so.

8.6 Certain Services may be licensed to you for use as a general position locator, subject to the accuracy limitations of GPS signals, errors in digital maps, and errors in integrating the maps with the GPS. The Services are not intended and are not licensed to you for purposes of steering or guiding a moving vehicle, boat, or airplane, or any other navigational use requiring precise determination of position. The Services are not licensed for use as the sole source of position information.

8.7 You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Services will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. In addition, and without limiting this or any other section of these Terms, you agree not to use the Services to:

(A) harvest or collect email addresses or other information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
(B) use the Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Voyage XChange website;
(C) use automated scripts to collect information from or otherwise interact with the Services;
(D) upload, post, transmit, share, store or otherwise make available any Content that the Licensors deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
(E) register for a User account on behalf of an individual other than yourself;
(F) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
(G) upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
(H) upload, post, transmit, share, store or otherwise make publicly available on the Voyage XChange website any private information of any third party, including, addresses, phone numbers, email addresses, social insurance numbers and credit card numbers;
(I) solicit personal information from anyone under the age of 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
(J) upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(K) upload, post, transmit, share, store or otherwise make available Content that would constitute or encourage a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any law;
(L) use or attempt to use another person's account.
(M) upload, post, transmit, share, store or otherwise make available Content that, in the sole judgment of the Licensors, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose the Licensors to any harm or liability of any type.

9. Proprietary rights

9.1 You acknowledge and agree that Northport (or Northport's licensors) own all legal right, title and interest in and to the Services including any intellectual property rights which subsist in the Services (whether or not those rights are registered , and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by the Licensors and that you shall not disclose such information without the Licensors' prior written consent.

9.2 Unless the Licensors have agreed otherwise in writing , nothing in the Terms gives you a right to use any of the Licensors' trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.

9.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with the Licensors, then you agree that your use of such features shall be in compliance with that agreement, and any applicable provisions of the Terms.

9.4 Other than the limited license set forth in Section 11, the Licensors acknowledge and agree that they obtain no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether or not those rights are registered, and wherever in the world those rights may exist). You agree that you are responsible for protecting and enforcing those rights and that the Licensors have no obligation to do so on your behalf.

9.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

9.6 You agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

10. License from the Licensors

10.1 The Licensors gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by the Licensors as part of the Services as (referred to herein as the "Software"). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by the Licensors, in the manner permitted by the Terms.

10.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by the Licensors, in writing.

10.3 Unless the Licensors has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

10.4 The Licensors may give you, or provide for an additional fee, a time-limited, personal, worldwide, royalty-free, non-assignable and non-exclusive license to use certain additional content, such as maps or charts, in the Software or in third-party- created software, as determined solely by the Licensors (referred to herein as the "Maps"). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Maps as provided by the Licensors, in the manner permitted by the Terms. This license for the Maps may be governed by additional terms, in which case the terms will be made available to you for review at the time you choose to purchase and/or use the Map license.

11. Content license from you

11.1 You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give the Licensors a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This license is for the sole purpose of enabling the Licensors to display, distribute and promote the Services and may be revoked for certain Services as defined in the Additional Terms of those Services.

11.2 You agree that this license includes a right for the Licensors to make such Content available to other companies, organizations or individuals with which or with whom the Licensors have relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.

11.3 You understand that the Licensors, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit the Licensors to take these actions.

11.4 You represent and warrant to the Licensors that you have all the rights, power and authority necessary to grant the above license.

12. Software updates

12.1 The Software may automatically download and install updates from time to time from the Licensors. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit the Licensors to deliver these to you) as part of your use of the Services.

13. Ending your relationship with the Licensors

13.1 The Terms will continue to apply until terminated by either you or the Licensors as set out below.

13.2 If you want to terminate your agreement with the Licensors, you may do so by (a) notifying the Licensors at any time and (b) closing your accounts for all of the Services which you use, where the Licensors have made this option available to you. Your notice should be sent, in writing, to the Licensors' addresses which are set out at the beginning of these Terms

13.3 The Licensors may at any time terminate their legal agreement with you if:

(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) The Licensors are required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the partner with which the Licensors offered the Services to you has terminated its relationship with the Licensors or ceased to offer the Services to you; or
(D) The Licensors are transitioning to no longer providing the Services to users in the country or region in which you are resident or in which you use the Services; or
(E) the provision of the Services to you by the Licensors is, in the Licensors' opinion, no longer commercially viable.

13.4 Nothing in this Section shall affect the Licensors' rights regarding provision of Services under Section 4 of these Terms.

13.5 When these Terms come to an end, all of the rights, obligations and liabilities that you and the Licensors have benefited from, been subject to (or which have accrued over time while the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 20.7 of these Terms shall continue to apply to such rights, obligations and liabilities indefinitely.

14. EXCLUSION OF WARRANTIES

14.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT THE LICENSORS' WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

14.3 IN PARTICULAR, THE LICENSORS AND THEIR AFFILIATES AND THEIR LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

14.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES 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 THE DOWNLOAD OF ANY SUCH MATERIAL.

14.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE LICENSORS OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

14.6 THE LICENSORS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

15. LIMITATION OF LIABILITY

15.1 SUBJECT TO PARAGRAPH 14.1 ABOVE, YOU UNDERSTAND AND AGREE THAT THE LICENSORS AND THEIR AFFILIATES AND THEIR LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH THE LICENSORS MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
(III) YOUR FAILURE TO PROVIDE THE LICENSORS WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

15.2 THE LIMITATIONS ON THE LICENSORS' LIABILITY TO YOU IN PARAGRAPH 15.1 ABOVE SHALL APPLY WHETHER OR NOT THE LICENSORS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

16. END USER INDEMNITY

16.1 YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE LICENSORS and THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS OR DEMANDS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL AND ACCOUNTING FEES, RESULTING FROM OR RELATED TO:

(A) YOUR BREACH OF ANY OF THESE TERMS OF USE; OR
(B) YOUR ACCESS TO OR USE OF THE SERVICES; OR
(C) YOUR USE OR RELIANCE ON, OR PUBLICATION, COMMUNICATION OR DISTRIBUTION OF ANYTHING ON OR FROM ANY WEBSITE FORMING PART OF THE SERVICES. YOU SHALL USE YOUR BEST EFFORTS TO COOPERATE WITH THE LICENSORS IN THE DEFENCE OF ANY CLAIM. THE LICENSORS RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENCE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.

17. Copyright and trade mark policies

17.1 It is the Licensors' policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.

18. Advertisements

18.1 Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.

18.2 The manner, mode and extent of advertising by the Licensors on the Services are subject to change without notice to you.

18.3 In consideration for the Licensors granting you access to and use of the Services, you agree that the Licensors may place such advertising on the Services.

19. Other content

19.1 The Services may include hyperlinks to other websites or content or resources. The Licensors may have no control over any websites or resources which are provided by companies or persons other than the Licensors.

19.2 You acknowledge and agree that the Licensors are not responsible for the availability of any such external sites or resources, and do not endorse any advertising, products or other materials on or available from such websites or resources.

19.3 You acknowledge and agree that the Licensors are not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.

20. Changes to the Terms

20.1 The Licensors may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, an updated version of the Universal Terms and any new Additional Terms will be made available to you from within, or through, the affected Services.

20.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, the Licensors will treat your use as acceptance of the updated Universal Terms or Additional Terms.

21. General legal terms

21.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

21.2 The Terms constitute the whole legal agreement between you and the Licensors and govern your use of the Services (but excluding any services which the Licensors or either of them may provide to you under a separate written agreement), and completely replace any prior agreements between you and the Licensors in relation to the Services.

21.3 You agree that the Licensors may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

21.4 You agree that if the Licensors do not exercise or enforce any legal right or remedy which is contained in the Terms (or which the Licensors have the benefit of under any applicable law), this will not be taken to be a formal waiver of the Licensors' rights and that those rights or remedies will still be available to the Licensors.

21.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

21.6 You acknowledge and agree that each Affiliate of the respective Licensors shall be a third party beneficiary to the Terms and that such Affiliates shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favour of) them. Other than this, no other person or company shall be a third party beneficiary to the Terms.

21.7 The Terms, and your relationship with the Licensors under the Terms, shall be governed by the laws of the Province of Ontario, Canada without regard to its conflict of laws provisions. You and the Licensors agree to submit to the exclusive jurisdiction of the courts located within the Province of Ontario, Canada to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that the Licensors shall be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Ver. 4 - February 11, 2015