3. AMENDMENTS TO THIS AGREEMENT
From time to time, Your Next Place™ may amend this Agreement. An example of such an amendment is the inclusion of additional terms of usage that apply to either specific parts of the Site or the Site in its entirety. We will post any revised version of this Agreement on the Site and encourage you to refer back to it on a regular basis.
CONTINUED ACCESS OF THE SITE BY YOU WILL CONSTITUTE YOUR ACCEPTANCE OF ANY CHANGES OR REVISIONS TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY CHANGES OR REVISIONS TO THESE CONDITIONS OF USE, YOU MAY NOT USE THE SITE AND ARE TO DISCONTINUE USE OF THE SITE IMMEDIATELY.
4. AMENDMENTS TO THE SITE
Although Your Next Place™ does not constantly monitor the Site, it nevertheless expressly reserves the right, but undertakes no duty, to review, edit, move or delete any material provided for display or placed on the Site, in its sole discretion, without notice. This includes, but is not limited to, the right to correct pricing or typographical errors that may occur on the Site. We cannot guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the information on this Site.
5. LINKING TO OR FROM THIS SITE
This Site may provide links to third party websites for your convenience only. The inclusion of these links does not imply that Your Next Place™ monitors or endorses these websites. Your Next Place™ does not accept any responsibility for such websites.
Running or displaying this Site or any information or material displayed on this Site in frames or through similar means on another website without our prior written permission is prohibited. Any permitted links to this Site must comply with all applicable laws, rules and regulations.
6. INTELLECTUAL PROPERTY
All Site design, text, graphics, sound, software, layout, data and other content, and the selection and arrangement thereof, are the property of Your Next Place™ and are protected by local, national and international copyright, trademark and other intellectual property laws. You may not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any material, including code and software, from the Site. Material may not be modified or altered in any respect, merged with other data or published in any form, in whole or in part. Prohibited uses include, but are not limited to, “screen scraping”, “database scraping” and any other activity intended to collect, store, reorganize or manipulate material displayed on the Site.
You may download material from the Site and may use the Site for your personal use only, provided you keep intact all copyright and other proprietary notices.
By uploading or otherwise posting any data and other content on the Site (a “Listing”), you agree that you have all right, title and interest in any such data or other content (or have otherwise obtained all necessary licenses or consents to do so). You agree that all Listings are the property of Your Next Place™. Accordingly, you hereby automatically assign all right, title, and interest in all of your Listings upon uploading or posting your Listing onto the Site. Your Next Place™ reserves the exclusive right to review, edit, move or delete any Listing uploaded or posted on the Site, in its sole discretion, without notice.
7. UNSOLICITED SUBMISSIONS
In order to avoid potential misunderstandings or disputes, Your Next Place™ does not accept or consider unsolicited ideas or suggestions (“Submissions”). If you send Submissions to us, you automatically grant (or warrant that the owner of the Submissions grants) to Your Next Place™ and its successors, assigns and licensees a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use and exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing any attribution or compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of Your Next Place™ or its successors, assigns and licensees. You further agree, represent and warrant that all moral rights in the Submissions are waived in favor of Your Next Place™ and its successors, assigns and licensees.
8. THIRD PARTY APIs
From time to time, the Site may use one or more application programming interfaces obtained under license from a third party (an “API”). You agree that your use of any such APIs shall be limited exclusively to your use of the Site in accordance with the terms and conditions of this Agreement.
You agree to indemnify Your Next Place™, and its affiliates, directors, officers, employees, agents, licensors, suppliers, content providers, and the like (collectively, the “Affiliates”), and to defend and hold each of them harmless, from any and all claims and liabilities (including legal fees) which may arise from your unauthorized use of material obtained through the Site, or from your breach of this Agreement, or from any such acts through your use of the Site.
10. DISCLAIMER OF WARRANTY
YOUR NEXT PLACE™ AND ITS AFFILIATES HAVE NOT VERIFIED, CHECKED OR OTHERWISE SCREENED ANY LISTINGS ON THE SITE.
THE SITE AND THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. YOUR NEXT PLACE™ AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, TIMELINESS, RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE PRODUCTS, OR SERVICES OFFERED OR SOLD ON OR THROUGH THE SITE OR ANY OTHER WEBSITE TO WHICH THE SITE MAY LINK, AS WELL AS THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE WEBSITE.
Your Next Place™ and its Affiliates do not represent or warrant that access to the website will be uninterrupted or that there will be no failures, errors or omissions or loss of transmitted information, or that no viruses will be transmitted on the website. No oral or written statements by Your Next Place™ or its Affiliates will create any warranty not expressly set forth herein.
11. LIMITATION OF LIABILITY
IN NO EVENT SHALL YOUR NEXT PLACE™ OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY GENERAL, INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF ANY PRODUCTS OR SERVICES PURCHASED OR ACCESSED THROUGH THE SITE, EVEN IF YOUR NEXT PLACE™ OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
IN ANY EVENT, YOUR NEXT PLACE™’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS AND CONDITIONS OR ARISING FROM YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE OR ANY SERVICES PURCHASED OR ACCESSED THROUGH THE SITE SHALL BE LIMITED TO THE PURCHASE PRICE ACTUALLY PAID BY YOU FOR SUCH SERVICES OR $50, WHICHEVER IS LESS.
Some jurisdictions do not allow the disclaimer of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you. In such jurisdictions, the aforementioned exclusions to liability are limited to the fullest extent permitted by law.
12. CHOICE OF LAW
The Site is controlled, operated and administered by Your Next Place™ from within the Province of Manitoba, Canada. The Site can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the Province of Manitoba, by accessing this Site, you acknowledge and agree that all matters relating to access to or use of this Site shall be governed by the laws of the Province of Manitoba and the federal laws of Canada applicable therein (without reference to conflicts of laws principles).
13. DISPUTE RESOLUTION
If any controversy, dispute, claim, question or difference arises with respect to the Site, to Services or Listings that you make or access through the Site, this Agreement, or its performance, enforcement, breach, termination or validity (a “Dispute”), the parties shall use their best efforts to settle the Dispute. To this end, they shall consult and negotiate with each other, in good faith, to reach a just and equitable solution satisfactory to all Parties. If the parties do not reach a solution to a Dispute within fifteen (15) business days following the first written notice of the Dispute by any party to the other, then upon written notice by any party to the other, the Dispute shall be submitted to confidential arbitration in Winnipeg, Manitoba, Canada, except that, to the extent that you have in any manner violated or threatened to violate the intellectual property rights of Your Next Place™ or its Affiliates. In such an instance, Your Next Place™ and its Affiliates may seek injunctive or other appropriate relief in any provincial or federal court in the Province of Manitoba, and you voluntarily consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the National Arbitration Rules of the ADR Institute of Canada, Inc. in force at the date of commencement of the arbitration proceeding. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
14. CHOICE OF LANGUAGE
The parties have expressly required that these Terms of Service be set forth and executed in the English language.
If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
16. ENTIRE AGREEMENT
We may assign our rights and obligations under this Agreement. This Agreement will inure to the benefit of our successors, assigns and licensees.
18. NO ESTOPPEL FOR FAILURE TO ENFORCE
The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under this Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and will remain in full force and effect.
All references in this Agreement to “Your Next Place™”, “we”, “us”, “our” and like terms should be interpreted as referring to Your Next Place™.
The insertion of headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
Sections 7 through 16, as well as Sections 19 and 20 shall survive any termination or expiration of this Agreement by either party for any reason.
21. CONTACT US
For any questions that you may have about this Agreement, you can contact us by email at: email@example.com
Your Next Place Inc
889 Wall Street
Winnipeg, MB R3G 2T9