EquineX North America Corporation ( 1788938 Ontario Ltd.)
License Agreement (“EULA”)
- Last Updated: This Agreement and Terms were last updated on April 16th, 2020.
- EquineX: You acknowledge that EquineX is a for profit entity that provides services only in accordance with the terms of this agreement. EquineX is a company registered in Canada and operates under the legal jurisdiction of Canada . EquineX’s subsidiaries, affiliates, suppliers, partners, members, licensees’ consultants, resellers, agents, vendors, and contractors (collectively, “Affiliates”) may be registered in other jurisdictions. EquineX may be directly contacted at its corporate headquarters at The Exchange Tower, 130 King Street W, Suite 1800, Toronto, Ontario Canada, M5X 1E3 or via email at info@Equinex.com (“EquineX”).
- Agreement: This combined ToU and EULA is a legal binding agreement (“Agreement”) between You and EquineX for use of Equinex.com and any and all associated services which You selected or initiated, or products or services You choose to purchase through EquineX. “You” (or “Your”, as applicable by context) refers to the individual using EquineX Services or an organization whose authorized representative is using or accessing the Services provided by EquineX, either directly or through an authorized EquineX third-party partner or association partner.
- Acceptance of Agreement: Your initiation and use of services, constitutes Your automatic and immediate acceptance and agreement to all terms outlined in this agreement. Please read this agreement carefully. If You do not agree with the terms of this agreement, please do not use or access or purchase the services offered to You, and when applicable, click or check the cancel button. Use of the services is automatically void where prohibited by law. You may not use the services and must not accept the terms if You are a person barred from using Our services under the laws of any country in which You reside in, are considered a resident of, or jurisdiction where You are accessing service from. You agree that You will remain aware of any applicable law that applies to You, and You will self-monitor Your actions and obligations in this regard.
- Services Offered: (“Services”) Equinex.com is a comprehensive website and web-based application that offers You, the user of the services (“User” or “Users”), a fee-based software as a service platform that is specifically designed to address the most pressing issues faced by horse owners, professional and service providers to the equine industry, and the equine industry itself (collectively, the “Equine Industry”).Equinex.com is the web-based solution that integrates, amongst other things, state-of-the-art recordkeeping, software, hardware, and sensing technologies onto a single, cohesive, software solution, that seamlessly allows You to: monitor, record and permanently capture all material interactions and transactions between Your horse and those that interact with it; measure, monitor, record and track, the health, wellness and performance of Your horse, irrespective of its breed, or age; utilize artificial intelligence and machine learning to analyze data captured from Your horse, to predict Your horse’s short term and on-going long-term health, wellness and performance; keep abreast of the latest industry news, videos, blogs via real-time syndicated information feeds as provided to You by EquineX; enjoy and benefit from specifically curated knowledge and know-how content created by EquineX; trace and record Your horse’s lineage; Authenticate the data You enter through Your personal entry or from third-party registrations; communicate and build a community with other like minded registered users, professionals and suppliers on Equinex.com through peer-to-peer communications services via text, audio and video chat; track, record and manage legal ownership of Your horse; track, record and manage expenses for Your horse; purchase EquineX and other third-party sensing devices and merchandise; buy, sell and trade Your horse with others (including fractional ownership); and contribute to the EquineX Horse Foundation (a non-profit program).
- Applicability: Terms outlined herein, apply to all websites, applications, hardware technologies, sensing technologies, mobile applications, interactive features, downloads, products, offered services, plug-in modules, devices and any other products or services offered by EquineX, regardless of whether the services You accessed via computer, mobile device, mobile pad, watch, other apparatus or otherwise, and irrespective of the location or means that the services were accessed, provided however that the service You accessed are owned, or operated by EquineX, branded with the EquineX trademark and where applicable, where EquineX posts the terms of this EULA or includes links to this EULA (collectively, item (i) through (xii) above and this paragraph, the “EquineX Platform”). You acknowledge and agree that the form, service level and nature of the Services, may change from time to time without prior notice to You. You agree that EquineX may provide You with notices, including those regarding changes to the terms, by email, regular mail, texts or postings on the web site. If You do not agree with the changes, You should discontinue using the services. In order to participate in certain services, You may be notified that You are required to download software and/or agree to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into this Agreement. This Agreement has been prepared in the English language and such version shall be controlling in all respects and any non-English version of this agreement is solely for accommodation purposes. EquineX has affiliated legal entities (“Affiliates”). In certain circumstances, these Affiliates will provide the services or part of the service to You on behalf of EquineX. You acknowledge and agree that affiliates will be entitled to provide services to You. As part of this continuing innovation, You acknowledge and agree that EquineX may stop (permanently or temporarily) providing the services (or any features within the services) to You or to users generally at EquineX’s sole discretion, without prior notice to You.
- Modifications: EquineX, may, at its sole discretion, discontinue the services, modify the features of the services, or amend the terms, at any time, without specific prior notice to You (“Updated Terms”), by directly communicating with You or by posting a general notice of the same on the homepage of its website, Equinex.com. Your use of the services after We have posted the updated terms (or engaging in such other methods of posting updated terms as We may reasonably specify) constitutes Your agreement to the updated terms. Therefore, You should review the updated terms before using the services and You should schedule to review these terms periodically thereafter. You agree that the updated terms will be effective as of the time of posting, or such later date as may be specified in the updated terms and will apply to Your use of the services from that point forward. If You do not agree with the updated terms, please immediately discontinue accessing or using the services and notify Us of the same at info@Equinex.com. Subject to the Refund Policy, You may be eligible for a forward-looking refund in circumstances where You have purchased EquineX services.
- Infrastructure: Your use of the services requires a modern hardware device capable of connecting to the Internet, Internet access (where additional fees may apply to You), a commonly used internet browser (which may be downloaded, at Your risk, from the internet), additional software (where additional fees may apply), and access to services offered by EquineX. You will also be required, from time-to-time, to download updates or upgrades to any of the aforementioned hardware or software components. Because Your use of the services involves hardware, software, browser compatibility and internet access, Your ability to efficiently use EquineX platform services, may be affected by the collective performance of each of these software and hardware components. Reliable, high speed Internet access is recommended along with a robustly operating, compatible device, that is capable of supporting a mainstream browser. You acknowledge and agree that such system requirements, which may be changed from time to time, may affect the performance of the services, and it is Your responsibility to stay current with system requirements and that EquineX makes no representations as to the robustness, quality, or efficiency of EquineX services that You access. If You do not have an appropriately robust system for using the EquineX services, You should not purchase services from EquineX, as Your experience in using the services will be less than optimal.
- Eligibility: To be eligible to use the Services, You must meet the following Eligibility Criteria. If You do not meet the Eligibility Criteria, You must not use the Services. EquineX reserves the right, in its sole discretion, to investigate, independently and without notification You, any situation or anyone that is suspected of not meeting the Eligibility Criteria and taking any and all actions including immediately, without warning to You, suspension or termination of Your account or access to the Services. By way of example, and not as a limitation, You (as determined by EquineX in its sole and absolute discretion): are able, authorized (if applicable) to and will abide by and comply with the Term herein; are not currently restricted, for any reason, from using the Services, or not otherwise prohibited from having an account on the EquineX Platform; affirm that You are of legal age to be able to enter into a binding contract under the laws of Canada, in the jurisdiction in which You reside and in the jurisdiction in which You use the Services. You have full power, authority and are fully able and competent to enter into this Agreement and doing so will not violate any other agreement to which You are a party. agree that Our Services are purposely not intended or directed to individuals considered to be minors in their jurisdiction of Your residence (“Minor”). In many jurisdictions these are individuals under the age of 13. If You are considered a Minor or become aware of a Minor that has provided Us with personal information without appropriate consent, please contact Us immediately at info@Equinex.com. Although We cannot absolutely control whether Minors gain unauthorized access to the Services, access may be terminated without warning if We believe that You are underage or otherwise ineligible; are not a competitor of EquineX or are not using the Services for reasons that are in competition with EquineX. EquineX may terminate Your access without warning if We believe that You are a competitor to EquineX and further reserves the right to seek legal injunction preventing You from accessing the EquineX Platform; will not violate any rights of EquineX, including intellectual property rights such as copyright or trademark rights; agree to provide, at Your cost, all equipment, software, and internet access necessary to access and use the Services; and are a real person and will not in any way facilitate, participate or instigate the use of any automated calling systems, “robocalling”, or automated log-in system when accessing or using the Services.
- Code of Conduct: Given the global nature of the Internet, You agree to comply with applicable local laws, rules or customary Codes of Conduct, including codes imposed by Your employer, regarding Your online behaviour, acceptable content and the transmission of technical data exported from the country in which You reside. EquineX has provisioned mechanisms to allows any user of the Services to report behaviour that They believe violates the Codes of Conduct. Hence, EquineX reserves the right to investigate and take any and all appropriate action against anyone, including You, who, in EquineX’s sole discretion, is suspected of violating any customary Code of Conduct, including without limitation, immediately and without warning, terminating Your Services, and reporting You to law enforcement authorities. If Your access to Services or account is suspended or terminated for any reason, the burden of proving that Our understanding of the facts was incorrect, lies with You. You agree to use the Services only as prescribed by EquineX and communicate, post, send, store and receive communications, messages and material that are proper and related only to Services We offer. By way of example, and not as a limitation, You agree that when using a Service, You will not (as determined by EquineX in its sole and absolute discretion): act dishonestly or unprofessionally by engaging in unprofessional or unethical on-line behavior; defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others that use Our Services or with whom You communicate with using Your Services; intercept, tap into, illegally record or monitor communications of others, damage, alter, manipulate or modify any communication not intended for You or which You are not authorized to do so; capture, alter, adapt or modify any content, including, images, audio, text or other materials transmitted by other Users without their explicit and informed consent; collect, store, disclose, disseminate or distribute personal data with respect to other Users or third parties except as contemplated by this Agreement and then only for the express purpose of providing lawful and authorized communication that may reasonably be anticipated by such third parties; publish, post, upload, store, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; falsify, suggest, or create a perception that You have professional credentials and/or licenses to operate, treat, when providing advice or services to others; distribute files that contain software or other material protected by Copyright laws (or by rights of privacy of publicity) unless You own or control the rights thereto or have received all necessary consents; transmit any material that contains software viruses, or any other code, files or programs designed or known to disable, interrupt, or limit the functionality of any computer hardware, computer software, or telecommunications equipment or facilities; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; harvest or otherwise collect information about other Users, including email addresses, geographical location, or other contact information without their consent and the consent of EquineX; restrict or inhibit any other User from using and enjoying the Services; use or attempt to use another’s account with their knowledge use the Services to create a false or anonymous identity; use the Services to interact with other Users’ in a predatory, illegal, unintended or immoral manner; or violate any applicable laws or regulations where You reside, where the Service is offered or being utilized.
- Prohibited Use: You agree that You are solely responsible for the content (“Content”) sent, displayed, downloaded, stored or uploaded by You when using the Services. As a condition of Your use of the Service, You agree and warrant to EquineX that You will not use the EquineX Platform or the Services: in a manner that violates applicable laws in jurisdiction You reside in or jurisdiction where You use the service, including but not limited to laws against anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings; in any manner, which could damage, disable, overburden, or impair EquineX or interfere with any other party’s use of the EquineX Platform; to communicate any message or material that is harassing, libelous, threatening, immoral, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability; that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or an equivalent restriction in the country in which You reside or where You use or access the Services; to upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm any part of the Services You use or access; or to extract any information, data or technology from any component of EquineX.com where You have not received explicit written authorization to do so in writing from EquineX.
- Passwords, Usernames, Account Security, Obligations and Rights: You may be required to provide information about Yourself in order to register for and/or use the Services. As such, You may have to create an account on the EquineX Platform. If You create an account with Us, You agree to accept full responsibility for all activities that occur on Your account under Your Username and/or password and You are entirely responsible for maintaining the security of Your account, Username and password, and agree not to disclose such to any third party. You agree that You are responsible for restricting access to Your computer (or other Internet access device, as applicable) so that others may not access the password protected portion of Services using Your secure credentials. You further agree that any unique identifier, username, password, or the like created by You to utilize the Services (collectively, “Username”) will always remain, subject to a limited use license granted to You by EquineX under the Terms, and will remain the exclusive property of EquineX. As such, EquineX will have the unrestricted right to refuse Your use of any Username and will have the further right to disable, claw back, reassign, any Username use on the EquineX Platform for any reason, or no reason, at any time. You agree to hereby assign, and hereby assign to EquineX, all Username rights (including all moral rights) that are used in conjunction with the EquineX Platform. Accordingly, You agree that You will not and have not right to sell, transfer or assign Your, Username, membership or any membership rights to any third party during or after use of the EquineX Platform. You agree to immediately notify EquineX of any breach of security or unauthorized use of Your account. You agree that EquineX will not be liable for any direct or indirect loss, financial or otherwise, You incur due to any unauthorized use of Your account or the account being Terminated because You violated the Terms herein. You, however, may be liable for any loss EquineX or others incur that was caused by Your account, whether caused by You, or was caused by an authorized or unauthorized User using Your account. EquineX reserves the right, in its sole discretion, to investigate, independently and without notification You, any situation or anyone that is suspected of not restricting access to their Username, and may take any and all actions including immediately, without warning to You, suspension or termination of Your account or access to the Services. To close Your account, please contact info@Equinex.com . Always use caution when giving out any personally identifying information about yourself when using the Service. EquineX does not control or endorse the content, messages or information found in any Service it offers and, therefore, EquineX specifically disclaims any liability with regard to the Services and any actions resulting from Your participation in any Services.
YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH OTHERS FOUND ON OR THROUGH THE EQUINEX PLATFORM OR USE OF ITS SERVICES INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, THIRD PARTY SITE IT LINKS TO, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY YOU TRANSACTED WITH AND YOU FULLY AND COMPLETELY INDEMNIFY EQUINEX AGAINST ANY LIABILITY IN THIS REGARD.
- Third Party Sites: The EquineX Platform may contain links to other social media websites, information sites and other sites used as part of the Services (“Linked Site”), such as LinkedIn, Google, YouTube, Facebook, Twitter, and sites where We provide You with the latest industry news. You acknowledge that the Linked Sites are not under the control of EquineX and EquineX is not responsible for the contents of any Linked Site, including without limitation, any secondary or other links or content contained in a Linked Site, or any changes or updates made to a Linked Site. EquineX is providing these links to You only as a convenience, and the inclusion of any Linked Site does not imply endorsement of the site, any association with its operators, any authenticity of content on the site, or conformation of data security with such Linked Site. You agree to be fully responsible for the consequences of using any Linked Site and for confirming to the agreement of the Terms and Conditions of use of said Linked Sites.
- Fees and Charges: You may select to use (subscribe to) specific Subscription-based Services offered by EquineX (“Subscription”). In such circumstances, You shall be required to pay in advance all fees and charges relevant to the Subscription package You select and/or other fees related to any additional Services You purchase from time to time. Subject to the terms of the Refund Policy, You will have the right to cancel, extend, alter or transfer Your Subscription as such features are available to You on the EquineX Platform. As such, You hereby authorize EquineX (and its payment processors) to take such payments due EquineX using Our selected payment processors based on the Subscription You choose. It is Our policy to not store credit card or debit card details beyond the duration of the Subscription service, nor do We share Your personal credit card details or Subscription details with any 3rd party. All Subscription packages shall commence immediately upon EquineX’s receipt of Your payment and will expire immediately, without any obligation to notify You, at the end of the paid Subscription period. You acknowledge that all Subscription fees are charged automatically, on the Terms You agreed to, on a recurring basis until You take affirmative actions to cancel Your subscription. You may cancel Your Subscription by logging onto Your account and choosing to cancel Your payment method. You may also request that Customer Service perform the cancellation by submitting a written request, that includes Your name, and Username, directly to info@Equinex.com. Upon receipt of notice to cancel Your Subscription, EquineX shall cancel, Your Service as soon as practicable. If You chose to stop service prior to the end of Your Subscription period You may, subject to the Terms of Your Subscription agreement and the Refund Policy, be subject to cancellation fees and/or may not be eligible to receive any refund of fees.
- Transfer of Data: If You are visiting or using the Service from a country other than the country in which Our servers are located, Your communications with Us may result in the transfer of Your account and information across international boundaries so that We may continue to provide You Services efficiently or, when required, adhere to laws imposed on Us by the laws in which are resident. By visiting or using the Services, You consent to such transfers.
- Interactions and Disputes: It is possible that other Users of the Services (“Users”) may violate one or more of the prohibitions identified in this Agreement. EquineX assumes no responsibility or liability for such violation. If You become aware of any violation of this Agreement in connection with use of the Services by any person, please contact EquineX at info@Equinex.com. EquineX may investigate any complaints and violations that come to its attention and may take any action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles and in serious circumstances, notifying appropriate authorities. However, because situations and interpretations vary, EquineX also reserves the right not to take any action. Under no circumstances will EquineX be liable in any way for any data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage (financial or otherwise) of any kind incurred as a result of the use of, access to, removal or denial of access to data We have stored or Services We provide.
IF AT ANY TIME YOU ARE NOT HAPPY WITH THE SERVICES, SUBJECT TO THE LIMITATION OF LIABILITY, YOUR SOLE REMEDY IS TO CEASE USING THE SERVICE.
- Interaction with Others: You are solely responsible for Your interaction with other Users of EquineX, whether online or offline or online that extends to an offline interaction. We are not responsible or liable for the conduct of any User or any interaction between Users. We reserve the right, but have no obligation, to monitor or become involved in disputes or litigation between You and other Users unless demanded to do so by a recognized court that is in good standing. We recommend, You exercise common sense and best judgment in Your interactions with others, when posting any personal or other sensitive information online, and in all other online (and any resulting offline) interactions. EquineX is not a party to the interactions, dealing or contracting between the Users (collectively, “User Relationships”). EquineX has no control over and does not guarantee the quality, safety or legality of User Relationships, the truth or accuracy of profile (“Profile”) listings, the qualifications, the value of product being bought or sold, the conveyed perception, background, or abilities of Users. All rights, understandings and obligations for User Relationships are solely between the Users. The Users must look solely to the other for enforcement and performance of all the rights and obligations arising from the User Relationships and any other terms, conditions, representations, or warranties associated with such dealings.
- Mobile use of Service: The EquineX Platform may offer features and services that are available to You via Your mobile phone or other mobile device. All applicable Terms outlined herein also extent to Your use of the Service on mobile or other hardware devices. These features and services may include, without limitation, the ability to record and upload content (audio, video, text, files…etc.) to the EquineX Platform, receive messages from EquineX Platform, download applications to Your mobile phone or access EquineX Platform features; and may also include additional features that are only available to You on the mobile phone such as the ability to take photographs or videos (collectively, the “Mobile Features”). Your Access to the Services on a mobile device may occur from a web application that is correctly sized for the screen or a mobile application that is specially designed for Your mobile device. The User acknowledges and agrees that in addition to any Subscription fees paid to EquineX for use of Services, the You may incur additional fees for standard messaging, data and roaming charges by Your carrier as well as fees that may be imposed by Apple, Google or the like for use of a mobile application on their platform. Typically, such fees and charges will appear on Your mobile bill or may be deducted from Your prepaid balance directly by EquineX or its payment processor. In addition, Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with Your carrier or mobile device. Contact Your carrier with questions regarding these issues. EquineX will retain no liability, financial or otherwise, for Your use of Services on Your Mobile Features.
- Export Control: You acknowledge that the Services, or portion thereof may be subject to the export control laws of the jurisdiction in which You use the Services or reside in. You agree not to export, re- export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation that apply to You.
- Grant of License: EquineX Platform is licensed to You in accordance with the Terms of this Agreement. You acknowledge and agree that the EquineX Platform including all its components is protected by copyright laws and international copyright treaties, as well as patents owned by EquineX or patents to which EquineX has acquired rights to through licenses. You agree to abide by these copyright laws and international copyright treaties. As such, You shall not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on any component of the EquineX Platform as delivered to You. All intellectual property rights in and to any third-party content that is not contained in the EquineX Platform but may be accessed through use of the EquineX Platform, is the property of the respective owner of the IP Rights and may be separately protected by applicable copyrights. You acknowledge and agree that Equinex.com is the exclusive property of EquineX and nothing in this Agreement is intended to or transfers or assigns any EquineX rights to You or any third party.
- Property Rights: EquineX and/or its suppliers, as the case may be, retain ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names (“EquineX Marks”) or (“Third Party Marks”), as the case may be) associated or displayed with the Services. You may not frame or utilize framing techniques to enclose any EquineX Marks, or other proprietary information (including images, text, page laYout, or form) of EquineX without Our express written consent. You may not use any meta tags, metadata or any other “hidden text” utilizing EquineX Marks without EquineX’s express written consent. You agree to not use any of the Intellectual Property in EquineX or any EquineX materials for any use or purpose, except as expressly permitted under the Agreement to access or use Services. You agree that all rights, title and interest in and to all Intellectual Property in EquineX and any EquineX materials are owned exclusively by EquineX or its licensors. Except as provided in this Agreement, the limited license granted to You does not convey any rights in the EquineX or any EquineX materials, express or implied, or ownership in the EquineX, any EquineX materials, or any of EquineX’s or its licensors’ Intellectual Property. You hereby grant EquineX a royalty free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the EquineX or any EquineX materials any suggestions, enhancement requests, recommendations, or other feedback provided by You relating to EquineX. You acknowledge that Third Party Marks are the property of such third parties. You are not permitted to use these Third Party Marks without the prior written consent of such third party that owns the Third Party Marks. Any rights not expressly granted herein are reserved by EquineX or its licensors.
- Copyrights: You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. EquineX may deny access to the Services to any User who is alleged to infringe another party’s copyright. Without limiting the foregoing, if You believe that Your copyright has been infringed, please provide EquineX’s with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that You claim has been infringed; (iii) a description of where the material that You claim is infringing is located on the Services; (iv) Your address, telephone number, and email address; (v) a written statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.
EquineX’s Copyright Agent for notice of claims of copyright infringement can be reached as follows:
EquineX North America Corporation ( 1788938 Ontario Ltd.)
The Exchange Tower 130 King Street W, Suite 1800 Toronto,
Ontario Canada M5X 1E3
or via email at info@Equinex.com
- Injunctive Relief: You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to EquineX Parties (as defined herein), and under such circumstances EquineX and its Affiliates will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
- Contact You: You understand and agree that EquineX may contact You via email, text or otherwise with information relevant to Your use of the Services, regardless of whether You have opted out of receiving such notices. You also agree to have Your name and email address listed in the header of certain communications You initiate through the Services.
- Termination: When Agreement is terminated or comes to an end, all of the legal rights, obligations and liabilities that You and EquineX have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this Agreement shall continue to apply to such rights, obligations and liabilities indefinitely.
- Assignment: Unless EquineX has given You specific written permission to do so, You may not assign, or grant a sublicense to Your rights to use the Services, grant a security interest in or over Your rights to use the Services, or otherwise transfer any part of Your rights to use Services. EquineX may, at any time assign some or all of its rights, assets, or revenues to any third party without notification to You; provided that their obligation to provide Services, as described herein, survives such assignment.
- DISCLAIMER: EQUINEX, INCLUDING, WITHOUT LIMITATION, THE MATERIALS AND ITEMS, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, EQUINEX AND ITS EMPLOYEES, MANAGERS, MEMBERS, OFFICERS, SHAREHOLDERS, CONSULTANTS, RESELLERS, PARENT COMPANY, AGENTS, VENDORS, AFFILIATES, PARTNERS AND CONTRACTORS (COLLECTIVELY, THE “EQUINEX PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE EQUINEX SERVICES; (B) THE MATERIALS OR ITEMS ON OR PROVIDED THROUGH EQUINEX; (C) SUBMISSIONS OF ANY KIND BY ANY ONE; (D) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH EQUINEX; (E) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED AT EQUINEX; OR (F) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO OR FROM EQUINEX OR VIA THE EQUINEX PLATFORM.
IN ADDITION, THE EQUINEX PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM VIRUS. THE EQUINEX PARTIES DO NOT REPRESENT OR WARRANT THAT THE EQUINEX PLATFORM, THE ITEMS OR THE FUNCTIONS CONTAINED THEREIN WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE EQUINEX SITE OR THE SERVERS THAT MAKE SOME OF THE EQUINEX PLATFORM SERVICES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE EQUINEX PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON EQUINEX ARE ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. YOU ACKNOWLEDGE, BY YOUR USE OF THE SERVICES, THAT YOUR USE IS AT YOUR SOLE RISK AND LIABILITY. THE EQUINEX PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICES OR ITEMS ARE LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE EQUINEX PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THESE TERMS. BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE EQUINEX PLATFORM OR SERVICE. THE EQUINEX PARTIES DO NOT ENDORSE THE SUBMISSION OR COLLABORATIVE CONTENT, ARE NOT RESPONSIBLE FOR THE SUBMISSION OR COLLABORATIVE CONTENT AND SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY (INCLUDING, WITHOUT LIMITATION, PERSONS WHO MAY USE OR RELY ON SUCH SUBMISSION OR COLLABORATIVE CONTENT) FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE, DIRECT, INDIRECT OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY SUBMISSION OR COLLABORATIVE CONTENT OBTAINED THROUGH THE EQUINEX PLATFORM.
- LIMITATION OF LIABILITY; WAIVER: UNDER NO CIRCUMSTANCES WILL THE EQUINEX PARTIES BE LIABLE TO YOU FOR ANY DIRECT OR THIRD PARTY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY ATTORNEY’S FEES, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) A THE EQUINEX PLATFORM OR THE SERVICES IT PROVIDES; (B) THE MATERIALS; (C) SUBMISSIONS; (D) YOUR INTERACTIONS OR DEALINGS WITH OTHER USERS USING THE SERVICES; (E) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICES OR MATERIALS; (F) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE EQUINEX PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF A THE SERVICE, MATERIALS, ITEM OR PROMO CODE; (G) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER RIGHTS OWNERS; (H) ANY ERRORS OR OMISSIONS IN A THE SERVICE’s TECHNICAL OPERATION; (I) YOUR USE OF THE SERVICE; (J) YOUR VIOLATION OF THIS AGREEMENT OR INFRINGEMENT OR VIOLATION BY YOU OR ANY OTHER USER OF THIS ACCOUNT OR THIS AGREEMENT; (K) OF VIOLATION OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY OTHER PERSON OR ENTITY; OR (L) ANY DAMAGE TO ANY COMPUTER, HARDWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE EQUINEX PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF A EQUINEX PLATFORM).
IN NO EVENT WILL THE EQUINEX PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH, YOUR RELIANCE ON EQUINEX OR ANY SERVICE IT PROVIDES, OR PERSONAL INJURY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE EQUINEX PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION WILL NOT EXCEED THE TOTAL AMOUNT YOU PAID FOR USE OF THE SERVICES IN THE PREVIOUS 12 MONTHS. YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF EQUINEX ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE EQUINEX PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, COMMERCIALIZATION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY THE EQUINEX PARTIES.
- Contact Us: If You have any questions about this Agreement and for all notices, please contact Us:EquineX North America Corporation ( 1788938 Ontario Ltd.)The Exchange Tower 130 King
Street W, Suite 1800 Toronto,
Ontario Canada M5X 1E3Revised: 17th April 2020