The following describes the terms on which Metranome Inc. (“Metranome”) offers you access to this website.
1. Acceptance of Terms
- By accessing, browsing and/or using this site, you acknowledge that you have read, understood and agree to abide by and comply with these Website Terms and Conditions. Metranome reserves the right, in its discretion, to update or revise these Website Terms and Conditions and to post such updates on this site. Please check these Website Terms and Conditions periodically for changes. Your continued use of this site following the posting of any changes to the Website Terms and Conditions constitutes acceptance of those changes.
2. Use of this Site
- Metranome grants you a limited license to visit, browse, access and use this website in accordance with the terms and conditions of this Agreement.
- A. You are only eligible to use this website if you are capable of forming a legally binding contract under applicable law. If you do not qualify to use this website, you must immediately cease all use of this website.
- B. Except as expressly permitted by this Agreement, you may not download (other than page caching), modify, or alter this website, or any portion of it, except with the express written consent of Metranome. This license specifically does not include: (1) any resale or commercial use by you of the website; (2) any derivative use of the website or its contents; (3) any use of data mining, robots, or similar data gathering and extraction tools; (4) any reproduction, duplication, copying, selling, reselling, re-posting or any exploitation of the website and its contents for any public or commercial purpose without the express written consent of Metranome; (5) any use of, visits to, or other action that imposes an unreasonable or disproportionately large load on the website, or otherwise interferes with its proper functioning; and (6) mirroring of any material contained on the website on any other server.
- C. Unless otherwise specified, the content provided in this site is for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from this website.
- D. You may not attempt to gain unauthorized access to this site and/or any Metranome computer systems or networks connected to this site, through hacking, password mining or any other means.
- E. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available to you through this site.
- F. You will ensure that your use, or the use of any third party through you, of this website and the services on this website does not interfere with, degrade, or adversely affect any Metranome software, system, network or data or that of any other users of this website. You and anyone obtaining access to this website or this website’s services through you will not post or transmit any harassing, abusive, libelous, illegal, deceptive or otherwise offensive messages or information whatsoever.
- G. You and anyone obtaining access to this website through you will not use this website or any contents thereof to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts.
- H. You shall not use, nor permit others to use, this site in a manner or for a purpose contrary to these Website Terms and Conditions.
- I. You may only use the services offered through this website if you have agreed to the User Agreement. Metranome makes every effort to obtain your agreement to the User Agreement prior to providing the services to you. However, if for any reason you have not physically indicated your agreement to the terms and conditions of the User Agreement, you are nevertheless, by using the services, deemed to have agreed to the terms and conditions contained in the User Agreement.
3. International Use
- As this site may be accessed globally, if you choose to access this site from locations other than Canada and the United States, you do so on your own initiative and you are responsible for compliance with all applicable local use controls, laws and regulations. Notwithstanding the foregoing, Metranome makes no representation that materials on this site are appropriate or available for use in locations outside Canada and the United States, and accessing them from territories where their contents are illegal is prohibited.
5. Third Party Information and Links
6. Intellectual Property Rights
- Neither you nor anyone acting on your behalf acquire any intellectual property or other proprietary rights, including patents, designs, trademarks, copyright or trade-secrets, relating to the contents of this site. Any grants not expressly granted herein are reserved.
All contents of this site are © 2008 Metranome Inc. All Rights Reserved.
All content that is made available to view and/or download in connection with this site is owned by and is the copyrighted work of Metranome suppliers and is protected by copyright laws and international treaty provisions. You further agree that you will not download any content without complying with all applicable use controls, laws and regulations, and you warrant that you will not download any content or software where such downloading is prohibited by local laws.
7. Disclaimer of Warranties
- ALL MATERIALS, INFORMATION, PRODUCTS, SERVICES AND OTHER CONTENT CONTAINED IN THIS WEBSITE, OR OBTAINED FROM A THIRD PARTY LINKED WEBSITE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. METRANOME ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED IN THIS SITE. UNDER NO CIRCUMSTANCES WILL METRANOME BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THIS SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THIS SITE IS SOLELY AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
8. Limitation of Liability
- Metranome assumes no responsibility for errors or omissions in the information which is referenced by or linked to this website. IN NO EVENT SHALL METRANOME BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, (INCLUDING WITHOUT LIMITATION, THOSE RESULTING FROM: (1) RELIANCE ON THE MATERIALS PRESENTED ON THIS SITE, (2) LOSS OF USE, DATA OR PROFITS, (3) DELAYS OR BUSINESS INTERRUPTIONS, (4) AND ANY THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE THIS SITE, WHETHER OR NOT METRANOME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
- Upon reasonable request by Metranome, you agree to defend, indemnify, and hold harmless Metranome and its employees, contractors, officers, and directors from all liabilities, claims, and expenses (including attorney's fees) that arise from your use or misuse of this website, your non-compliance with these Website Terms and Conditions, or your violation of any third-party rights. Metranome reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Metranome, at your expense, in asserting any available defences.
10. Suggestions Submitted by You
- If you submit suggestions relating to this site or Metranome's business operations, you are, by submitting your suggestion, consenting to Metranome's use of your suggestion, and providing Metranome with the worldwide, royalty-free rights to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your submitted information; and to publish any contact information you approve of in connection with your submitted information. You are also, by submitting the suggestion, warranting and representing that you own or otherwise control all of the rights to any information submitted by you to Metranome through this site or otherwise, including, without limitation, all the rights necessary for you to provide, post, upload, input or submit your submitted information. No compensation will be paid with respect to the use of your submitted information. Metranome is under no obligation to post or use any information you may provide and Metranome may remove any such information at any time in its sole discretion.
11. Violation of Terms and Conditions of Use and Termination
- Where feasible (in Metranome’s sole discretion), Metranome will advise you of any inappropriate behaviour on your part and any necessary corrective action. However, if this site or any Metranome services are used in a way in which Metranome, in its sole discretion, deems to violate these terms and conditions of use, Metranome or its agent may take any responsible actions they deem appropriate. Such action may include, but is not limited to, temporary or permanent removal of content or filtering of Internet transmissions. Metranome shall not be liable in any way for any such responsive actions. The above-described actions are not Metranome’s exclusive remedies and Metranome may take any other legal, equitable or technical action it deems appropriate.
Metranome reserves the right to investigate suspected violations of these terms and conditions of use. You hereby authorize Metranome to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers, networks or computing facilities in order to enforce these terms and conditions of use.
Notwithstanding the foregoing, Metranome reserves the right to revoke your authorization to visit, browse, access and use this website at any time without notice. All restrictions herein shall survive the termination of your right to visit, browse, access and use this website.
12. General Provisions
- These terms and conditions are governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to these terms and conditions of use or to any contracts relating to goods or services obtained through this site. If any part of these terms and conditions are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the terms and conditions shall continue in effect. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express will of the parties that this agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.