Terms and Conditions of Website Use
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING ANY OF THE TERAPEAK SOFTWARE PRODUCTS AND SERVICES (COLLECTIVELY THE “TERAPEAK SOFTWARE”). ADVANCED E-COMMERCE RESEARCH SYSTEMS INC. DBA TERAPEAK (“TERAPEAK”) IS WILLING TO LICENSE THE USE OF THE TERAPEAK SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
BY IN ANY WAY ASSENT ELECTRONICALLY OR USING THE TERAPEAK SOFTWARE YOU AGREE TO COMPLY WITH ALL THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT INCLUDING THE TERAPEAK TERMS AND CONDITIONS OF WEBSITE USE ("T’S&C’S"), ANY MATERIALS AVAILABLE ON THE WEB SITE LOCATED AT WWW.TERAPEAK.COM (THE “WEBSITE”) AND PRIVACY POLICY (PRIVACY POLICY), WHICH ARE HEREBY INCORPORATED BY REFERENCE TO THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU AGREE NOT TO USE OR ACCESS ANY OF THE TERAPEAK SOFTWARE OR THE WEBSITE.
Refund and Cancellation Policy
Terapeak values our customers' satisfaction and believes that you should only use Terapeak's products and services if it helps your business.
That's why we offer you a free 7-day trial. We believe that this trial period gives you time to create an eBay listing and see how the research can truly help your business succeed.
Because we offer you a 7-day free trial, all sales of Terapeak products and services are final and we do not offer refunds.
In the event you wish to cancel your subscription for a Terapeak product or service, please cancel prior to the renewal of your subscription.
If you require assistance with cancelling, please provide Terapeak Support with 2 business days' advanced notice to carry out your cancellation request.
1. SAAS TERMS OF USE.
1.1 Subject to the terms and conditions of this Agreement, Terapeak agrees to provide you, on a SaaS basis, the Terapeak Software in exchange for the subscription fees agreed to by you and Terapeak.
1.2 Terapeak reserves the right to update and change, from time to time, this Agreement and all documents incorporated by reference. Terapeak may change this Agreement by posting a new version without notice to you. Use of the Terapeak Software after any such change constitutes acceptance of such change.
1.3 You represent to Terapeak that you are at least 18 years old. If you are entering into this Agreement on behalf of a Company or other legal entity, you represent that you have the authority to this Agreement.
1.4 By subscribing for the Terapeak Software , you become a registered user of the Terapeak Software. When your subscription is completed, you will be able to access the Terapeak Software through the Website. Login on the Website requires a User ID and Password, which Is obtained during the sign up process.
1.5 All upgrades of Terapeak Software are deemed to be part of the Terapeak Software and are subject to this Agreement.
2. TERAPEAK SOFTWARE LICENSE GRANT.
2.1 The Terapeak Software applications, and documentation, (collectively, the "Terapeak Software") are owned by Terapeak, or Terapeak's licensors and content and data providers ("Terapeak Licensors"), and are hereby licensed to you on a limited, worldwide (except as limited below), non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein.
2.2 This Agreement defines legal use of the Terapeak Software, all updates, revisions, and substitutions. All rights not expressly granted to you are reserved by Terapeak or their respective owners.
2.3 Your license to the Terapeak Software continues until it is terminated by either party. You may terminate the software license granted hereunder by cancelling your subscription for the Terapeak Software. The software license granted hereunder terminates automatically if you violate any term of this Agreement , Terapeak publicly posts a written notice of termination on the Website, or Terapeak sends a written notice of termination to you.
2.4 The Terapeak Software may include certain products or services that have additional specific terms or conditions relating to use or licensing that you will have to accept in order to use such products or services. Terapeak will provide notice of such term and conditions prior to your use or access to such products or services.
2.5 a. YOU MAY:
(i) use the Terapeak Software and any updates provided by Terapeak (in its sole discretion) in your own personal or commercial use or benefit;
b. YOU MAY NOT, DIRECTLY OR INDIRECTLY:
(i) decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or make any attempt to discover the source code or underlying algorithms of, the Terapeak Software or any portion thereof, or create derivative works (as defined by the Canadian Copyright Act) or improvements (as defined by Canadian patent law) based upon the Terapeak Software or any portion thereof;
(ii) use the Terapeak Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement;
(iii) use or export the Terapeak Software in violation of applicable CANADIAN laws or regulations;
(iv) sell, lease, rent, loan, transfer or sublicense use of the Terapeak Software, in whole or in part, to third parties or provide access thereto or derive income from the use or provision of the Terapeak Software, via service bureau, time sharing or application service provider services or otherwise; whether for direct commercial or monetary gain or otherwise, without Terapeak's prior, express, written permission;
(v) use Terapeak Software in any manner that could damage, disable, overburden, or impair Terapeak's services or any of Terapeak's business partners' services (e.g., you may not use the Terapeak Software in an automated manner), nor may you use Terapeak Software in any manner that could interfere with any other party's use and enjoyment of Terapeak's services or Terapeak's business partners' services; or
(vi) use any Third Party Data Provider data to advertise, market to or otherwise solicit any customers of the Third Party Data Providers
3. OWNERSHIP AND RELATIONSHIP OF PARTIES.
3.1 The Terapeak Software is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the CANADIAN and other countries. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in the Terapeak Software or this Agreement.
3.2 Terapeak and Terapeak's Licensors own all rights, title, and interest in and to their applicable contributions to the Terapeak Software. Other than the limited license granted herein, this software license granted under this Agreement grants you no right, title, or interest in any intellectual property owned or licensed by Terapeak, including (but not limited to) the Terapeak Software and Terapeak trademarks, and creates no relationship between yourself and Terapeak's Licensors, or between you and Terapeak other than that of Terapeak to licensee.
3.3 The Terapeak Software and its components contain software licensed from Terapeak Licensors ("Licensor Software"). The Licensor Software enables the Terapeak Software to perform certain functions including, without limitation, accessing proprietary data on third-party data servers. You agree that you will use the Terapeak Software, and any data accessed through the Terapeak Software, for your own personal and commercial use.
3.4 You agree not to assign, copy, transfer, or transmit the Terapeak Software, or any data obtained through the Terapeak Software, to any third party. Your license to use the Terapeak Software, its components, and any third-party data, will terminate if you violate these restrictions.
3.5 If your license terminates, you agree to cease any and all use of the Terapeak Software, its components, and any third-party data. All rights in any third-party data, any third-party software, and any third-party data servers, including all ownership rights are reserved and remain with the respective third parties. You agree that these third parties may enforce their rights under this Agreement against you directly in their own name.
3.6 By uploading or submitting any material to publicly available areas of www.terapeak.com and other web sites available through the Terapeak Software, you warrant that the owner of such material has expressly granted Terapeak the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, edit, copy, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide or to embed or incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material with or without attribution.
3.7 You own all right, title and interest to any data stored by you on Terapeak's host computer system using the Terapeak Software (the “Subscriber Data”). You acknowledge and agree that Terapeak may compile aggregate components of Subscriber Data together with information received from other subscribers to the Terapeak Software to create compiled data (the “Compiled Data”). Terapeak agrees to present the Compiled Data in an aggregate manner only and will not reveal proprietary or personally identifiable information. You acknowledge and agree that Compiled Data is owned solely by Terapeak.
4. SUPPORT AND SOFTWARE UPDATES/ AVAILABILITY OF ONLINE SERVICES.
4.1 Terapeak may elect to provide you with customer support and/or software upgrades, enhancements, or modifications for the Terapeak Software (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. Terapeak may change, suspend, or discontinue any aspect of the Terapeak Software at any time, including the availability of any Terapeak Software feature, database, or content. Terapeak may also impose limits on certain features and services or restrict your access to parts or all of the Terapeak Software or the Website without notice or liability.
4.2 Terapeak will use commercially reasonable efforts to make the Terapeak Software available all the time. Terapeak does not guarantee that the Terapeak Software will always be available.
4.3 Terapeak may suspend or take down the Terapeak Software at any time to perform routine or emergency maintenance. Where reasonably practicable Terapeak will provide you advance notice when the Terapeak Software will be unavailable and for how long.
4.4 Terapeak will, in general, attempt to schedule maintenance and downtime to the Terapeak Software during off-peak hours to try to minimize the impact to the Terapeak Software and you.
4.5 Terapeak is not responsible at all to provide Terapeak Software or any part thereof or perform any of its obligations under these this Agreement if it is prevented from doing so by any reason beyond Terapeak’s reasonable control. These reasons can include, but are not limited to, acts of God, floods, fires, earthquakes, civil unrest, terrorism, war, strikes, Internet service provider acts or omissions or online attacks.
5. PAYMENT TERMS.
5.1 You agree to pay a subscription fee for the use of the Terapeak Software (the "Fees"). Terapeak reserves the right to change the Fees at any time. Terapeak charges and collects Fees in advance for use of the Terapeak Software.
5.2 The Fees do not include any payment for telecommunications and computer hardware, software, telecommunications access charges, lines or connections or other equipment and services required to access and use the Terapeak Software.
5.3 All Fees, Taxes and other charges will be billed as you’ve agreed to in the sign up process. You are responsible for and shall pay Terapeak all currency conversion charges, sales, use, value-added, personal property or other tax, duty or levy of any kind, including interest and penalties thereon (collectively, "Taxes") for the use of the Terapeak Software or resulting from this Agreement, whether imposed now or hereinafter by any governmental entity.
5.4 You agree to promptly pay Terapeak in the event of any refusal of your credit card issuer to pay any amount to Terapeak for any reason.
5.5 Terapeak may charge, and you will pay, interest at the rate of 18% per annum on any outstanding balance, together with costs of collection, including attorney's fees and costs. In the event you fail to pay any amount when due, Terapeak may immediately suspend or terminate your access to the Services.
5.6 You must provide Terapeak with complete and accurate billing and contact information. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Services and that your billing information is correct.
5.7 Terapeak reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions, including after an order has been submitted, whether or not the order has been confirmed and your credit card charged. If your credit card has been charged for the purchase and an order is cancelled, Terapeak will issue a credit to your credit card account in the amount of the charge. Individual bank policies will dictate when this amount is credited to your account.
6. RESTRICTIONS ON USE.
6.1 You will not use the Terapeak Software except as expressly allowed by this Agreement.
6.2 Terapeak may impose an additional charge or a restriction of any services at any time, if your use of the Terapeak Software imposes a considerable effect on Terapeak’s (or any of its third party providers’) resources or system performance. Terapeak shall have sole discretion as to what constitutes excessive use or what activity is considered excessive or has a “considerable effect”. Terapeak is responsible for monitoring such excessive use for the account as a whole, and has no responsibility to identify your individual end-user, employee, or other agent who may or may not be responsible for the excessive use of the Terapeak Software.
6.3 You will not use the Terapeak Software to send, save, collect, upload, post, publish, distribute or transmit any content that:
a. is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
b. contains a solicitation of funds, advertising, or solicitation for goods and services;
c. Terapeak determines is contrary to the interest of the Terapeak Software, Terapeak or other users of the Terapeak Software;
d. is false, inaccurate, misleading or fraudulent;
e. may manipulate identifiers in order to disguise the origin of any content transmitted through the Terapeak Software or any associated software or hardware, or the source of any content; or
f. you do not have a right to make available under any law, contract or other legal relationship.
6.4 You will not use the Terapeak Software to:
a. download, transmit or otherwise make available any material that contains malicious software or code, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
b. bypass any measures that Terapeak has taken to restrict access to the Terapeak Software;
c. use any robot, spider, scraper or other automated means to access the Terapeak Software for any purpose;
d. interfere with, impose an unreasonable traffic load or disrupt the software, hardware, web site, servers or networks connected to the Terapeak Software, or disobey any requirements, procedures, policies or regulations of Terapeak’s networks connected to the Terapeak Software; or
e. violate, appropriate or infringe any right of any third party.
6.5
You will:
a. be solely responsible to provide or maintain any hardware or other software required for you to use the Terapeak Software;
b. have all necessary right, power and authority to, or have obtained all necessary consents and rights in order to, provide all of the information that you provide through the Terapeak Software, and for all other purposes of this Agreement;
c. ensure the confidentiality of your information and be, at all times, solely responsible for all activities that occur with respect to the Terapeak Software under your account or password, and you will notify Terapeak immediately of any unauthorized use;
d. be solely responsible for all information received, sent, saved, collected or distributed through the Terapeak Software by you or in respect of your account or password, however transmitted; and therefore you are entirely responsible for all content that is developed, derived, received, sent, saved, collected, distributed or otherwise made available through the Terapeak Software.
6.6 You may not access the Services if you are a competitor of Terapeak, except with Terapeak’s prior written consent. In addition (and even with Terapeak’s consent), you may not access the Terapeak Software for the purpose of monitoring the Terapeak Software’s availability, performance, functionality or for any benchmarking or (as Terapeak determines) other competitive purpose.
7 THIRD PARTY DATA PROVIDER DATA AND THIRD PARTY WEB SITES.
7.1 The Terapeak Software uses data in accordance with terms and conditions of license agreements ("Third Party Data Provider Agreements") between Terapeak and certain third party data providers (each a “Third Party Data Provider”). Your use of Third Party Data Provider data that Terapeak obtains through the Third Party Data Provider Agreements is limited strictly to the purpose of using the Terapeak Software. Except as permitted by this Agreement, any other use of Third Party Data Provider data or the Terapeak Software or information derived from the Terapeak Software (such as other user information) will be a breach of the Terms and Conditions. For clarity, this restriction does not apply to data which you provide to Terapeak or which Terapeak obtains through the use of your account and password information with these third parties but only to information which Terapeak obtains directly from the Third Party Data Provider under Third Party Data Provider Agreements.
7.2 In order to address any unauthorized use of Third Party Data Provider data and to enforce its rights under Third Party Data Provider Agreements, you acknowledge and agree that each Third Party Data Provider is a third party beneficiary of the Agreement and will have the right to enforce the Agreement in full force and effect as if Terapeak was enforcing such Agreement including, but not limited to, any unauthorized use of confidential information or other user information and to the extent necessary enforce Terapeak' obligations or rights pursuant to Third Party Data Provider Agreements.
7.3 The Terapeak Software and Third Party Data Provider data and materials may contain links to third party web sites. Terapeak has no control over any third party web sites and therefore any use by you of a third party’s site, services or content is at your sole discretion and risk. Terapeak assumes no responsibility or obligations for any such use of third party web sites.
8. USER INFORMATION.
8.1 Personal information (“Personal Information) is information about you that is personally identifiable (ie would allow a 3rd party to identify you). Terapeak obtains consent to collect, retain and use Personal Information. Terapeak sometimes collects, retains and uses Personal Information that is publicly available in which case consent is not required to collect, use and disclose your Personal Information. However, Terapeak provides details about its information practices and policies in its Privacy Statement and Privacy Policy.
8.2 The collection of Personal Information from you is limited to information reasonably related to providing the Terapeak Software. You may choose not to provide your Personal Information in which case we may not be able to provide certain Terapeak Software to you.
8.3 If you use the Terapeak Software, we ask you to provide your name, email address, mailing address and telephone number. This is your contact information. Terapeak uses contact information to contact you to verify your contact information, to set up a user account, in order for a user to access the Terapeak Software, and for certain purposes related to the Terapeak Software and for Terapeak’s business (resulting in anonymized and/or aggregated records). For billing purposes, Terapeak collects email address, password, first name, last name, phone number and gives you the option to also provide your address.
8.4 We collect and use information to process and deliver the Terapeak Software, to facilitate requests by you, to improve the Terapeak Software, to customize the Terapeak Software or delivery of information to you in respect of the Terapeak Software, to make the use of the Terapeak Software more effective and efficient, to resolve disputes, to troubleshoot problems and enforce this Agreement.
8.5 We automatically track certain information based on your use of certain Terapeak Software, information on your interests, demographics and behaviour to better understand our users and our client base. We track information regarding the URL that a user came from (whether from our site or not), which URL the user may go to next (whether this URL is on our site or not), and what browser is being used and the user's IP address. We collect information about sales and transaction data to generate statistics and analytics. . If the analytics and statistics are disclosed to third parties, they are only disclosed in aggregate form; the reports do not contain any Personal Information. Personal identity is kept anonymous.
8.6 We collect and use information from messages, and users who choose to post information on our site. We also collect and use personal correspondence, such as emails or letters, or if other users or third parties send correspondence about your activities or postings in relation to the Services.
8.7 Terapeak collects, retains and uses information that is publicly available (including Personal Information which is publicly available) on or through third parties, including but not limited to third party websites. These third parties include, but are not limited to Third Party Data Provider websites or services. This information may also be put into the pool of data which we use to generate statistical and analytical information. If we share or distribute the statistical or amalgamated information, your Personal Information is anonymized.
8.8 If you want to use certain Terapeak Software, you may be required to provide Terapeak access to your information and data held by Third Party Service Providers. In order for Terapeak to access this Third Party Data, you would be required to provide Terapeak with your user name, password and other information necessary to access and collect the data held by such Third Party Service Providers (“Account Information”). At the time that Terapeak requests and you provide Terapeak with, the Account Information you will have the express option to decline or accept to provide such Account Information. If you decline or refuse to accept to provide such Account Information, we may not be able to provide certain Terapeak Software to you.
8.9 By providing Terapeak your Account Information, you hereby expressly authorize Terapeak to access your Account Information maintained by the identified Third Party Data Provider on your behalf as your agent. You may be asked by Terapeak, at the time of using certain Terapeak Software, to re-confirm your consent to providing such accounts, information, materials or data.
8.10 When you provide Account Information (for a particular Third Party Data Service Provider) you will be directly connected to the website for the Third Party Data Service Provider you have identified.
8.11 Terapeak will use and submit Account Information that you provide to log into Third Party Data Provider sites and services for the purposes of the Terapeak Software. You hereby authorize and permit Terapeak to use and store Account Information submitted by you to the Terapeak Software to accomplish the foregoing and to configure the Terapeak Software so that it is compatible with the Third Party Data Service Provider websites for which you submit your Account Information.
8.12 You hereby represent and warrant to Terapeak that you have all of the rights and consents necessary to provide Terapeak with the information you provide or make accessible to Terapeak under this Agreement for the purpose of providing the Terapeak Software, including, but not limited to, rights to grant Terapeak access and use of your accounts with the Third Party Data Providers.
8.13 For purposes of this Agreement and solely to provide the information and data derived from the use of the Account Information by Terapeak to you as part of the Terapeak Software, you grant Terapeak a limited power of attorney, and appoint Terapeak as your attorney-in-fact and agent, to access third party sites, retrieve and use your information for the Services with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN TERAPEAK IS ACCESSING AND RETRIEVING INFORMATION FROM THIRD PARTY DATA SERVICE PROVIDER SITES FOR THE PURPOSE OF PROVIDING THE TERAPEAK SOFTWARE, TERAPEAK IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY DATA SERVICE PROVIDER.
8.14 You hereby expressly authorize and consent to Terapeak’s use of your Personal Information as provided in this Section 8.
9. DISCLAIMER OF WARRANTIES BY TERAPEAK.
9.1 USE OF THE TERAPEAK SOFTWARE, THE SUPPORT AND ANY DATA ACCESSED THROUGH THE TERAPEAK SOFTWARE IS AT YOUR SOLE RISK. THEY ARE PROVIDED "AS IS." ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE TERAPEAK SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL OR SERVICE.
9.2 TERAPEAK, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND ASSIGNS (COLLECTIVELY, "TERAPEAK ENTITIES"), TERAPEAK LICENSORS AND THIRD PARTY DATA PROVIDERS DO NOT REPRESENT THAT THE TERAPEAK SOFTWARE, THE SUPPORT OR ANY DATA ACCESSED THEREFROM IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE CANADA.
9.3 THE TERAPEAK ENTITIES, TERAPEAK LICENSORS AND THIRD PARTY DATA PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE TERAPEAK SOFTWARE, SUPPORT AND ANY OTHER SERVICES RELATED TO THE TERAPEAK SOFTWARE (THE “TERAPEAK SOFTWARE SERVICES”) AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE TERAPEAK SOFTWARE, THE SUPPORT, AND THE TERAPEAK SOFTWARE SERVICES AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.4 IF THE TERAPEAK SOFTWARE, THE SUPPORT, THE TERAPEAK SOFTWARE SERVICES OR ANY DATA ACCESSED THEREFROM PROVES DEFECTIVE, YOU (AND NOT THE TERAPEAK ENTITIES, THE TERAPEAK LICENSORS OR THE THIRD PARTY DATA PROVIDERS) ASSUME THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF THE TERAPEAK ENTITIES, TERAPEAK LICENSORS OR THIRD PARTY DATA PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.
10. LIMITATION OF LIABILITY.
10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE TERAPEAK ENTITIES, TERAPEAK LICENSORS AND THIRD PARTY DATA SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE TERAPEAK ENTITIES, TERAPEAK LICENSORS OR THIRD PARTY DATA SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
A. THE USE OR THE INABILITY TO USE THE TERAPEAK SOFTWARE OR THE TERAPEAK SOFTWARE SERVICES;
B. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE TERAPEAK SOFTWARE OR THE TERAPEAK SOFTWARE SERVICES;
C. UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
D. STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE TERAPEAK SOFTWARE OR TERAPEAK SOFTWARE SERVICES; OR
E. ANY OTHER MATTER RELATING TO THE TERAPEAK SOFTWARE OR TERAPEAK SOFTWARE SERVICES.
10.2 DAMAGES EXCLUDED BY THIS SECTION 10 INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OR PERSONAL INFORMATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO YOU.
10.3 INFORMATION PROVIDED THROUGH THE TERAPEAK SOFTWARE MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND THE TERAPEAK ENTITIES, TERAPEAK LICENSORS AND THIRD PARTY DATA SERVICE PROVIDERS WILL HAVE NO LIABILITY WITH RESPECT THERETO. TERAPEAK MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE TERAPEAK SOFTWARE OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE TERAPEAK SOFTWARE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU, INCLUDING, BUT NOT LIMITED TO, CONTENT OR HOURS OF AVAILABILITY.
10.4 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL TERAPEAK'S AGGREGATE LIABILITY TO YOU RELATING TO, ARISING OUT OF OR IN CONNECTION WITH THE TERAPEAK SOFTWARE, THE SUPPORT OR THE TERAPEAK SOFTWARE SERVICES EXCEED THE SUM OF 1 CANDIAN DOLLARS (CDN$1). BY USING THE TERAPEAK SERVICE , THE SUPPORT AND TERAPEAK SOFTWARE SERVICES, YOU EXPRESSLY AGREE THAT THE LIMITATIONS ON TERAPEAK'S LIABILITY CONTAINED IN THIS AGREEMENT ARE REASONABLE AND CONSTITUTE A MATERIAL INDUCEMENT TO TERAPEAK PROVIDING THE TERAPEAK SOFTWARE, THE SUPPORT THE TERAPEAK SOFTWARE SERVICES, WITHOUT WHICH TERAPEAK WOULD NOT PROVIDE THE TERAPEAK SOFTWARE OR THE TERAPEAK SOFTWARE SERVICES.
11. INDEMNIFICATION.
You agree to indemnify and hold the Terapeak Entities, Terapeak Licensors and Third Party Data Service Providers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use of the Terapeak Software or Terapeak Software Services, your violation of any terms or conditions of this Agreement , your violation of applicable laws, or your violation of any rights of another person or entity.
12. CONTROLLING LAW.
This Agreement and the relationship between you and Terapeak is governed by the laws of the Province of British Columbia without regard to its conflict of law provisions. You and Terapeak agree to submit to the personal and exclusive jurisdiction of the courts located within province of British Columbia. The United Nations Convention on the International Sale of Goods does not apply to this Software License.
13. NO GENERAL WAIVER; SEVERABILITY.
The failure of Terapeak to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Software License remain in full force and effect.
14. ENTIRE AGREEMENT.
This Agreement, the T&C’s and the other documents incorporated by reference constitute the entire understanding between the parties respecting use of the Terapeak Software, superseding all prior agreements between you and Terapeak. In the event of any conflict between the terms and conditions of this Agreement and those in the T&C’s and other documents incorporated by reference, the terms and conditions of this Agreement will control, except to the extent that the T&C’s impose additional restrictions and liabilities on your actions.
15. SURVIVAL.
All terms and conditions of this Agreement that by their nature should reasonably survive, including but not limited to Sections 3 (OWNERSHIP AND RELATIONSHIP OF PARTIES), 6 (restrictions on use), 8 (USER INFORMATION), 9 (DISCLAIMER OF WARRANTIES BY TERAPEAK), 10 (LIMITATION OF LIABILITY), 11 (INDEMNIFICATION), and 12 (CONTROLLING LAW), will survive any termination of this Agreement.