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Legal & Policies
Last revised as of April 2011
THIS IS A LEGALLY BINDING AGREEMENT (THE "AGREEMENT") BETWEEN YOU AND PINK Espresso LTD. (AS DEFINED BELOW). YOU MUST READ THE TERMS AND CONDITIONS OF USE SET OUT BELOW CAREFULLY BEFORE USING THIS BIZBLACKBOOK.COM WEBSITE. BY ACCESSING, BROWSING, REGISTERING FOR OR OTHERWISE USING THIS WEBSITE, YOU AGREE TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS AMENDED FROM TIME TO TIME BY PINK Espresso LTD. IN ITS SOLE DISCRETION. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, DO NOT USE THIS BIZBLACKBOOK.COM WEBSITE.
THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
Please note that we do not provide warranties for the Service. This Agreement also limits our liability. These terms are in sections 19 and 20 and we ask you to read them carefully.
BizBlackBook is an Internet advertising service owned by PINK Espresso LTD. and is operated in Canada (hereafter referred to as "BizBlackBook", "we", "our" or "us"). "you" and "your" means you in your capacity as a seller or advertiser using the Service (as defined herein) to post online advertisements aimed at consumers.
By accessing or using the BizBlackBook business listing website located at www.bizblackbook.com (the "Service”) you acknowledge that you have read, understand and agree to be bound by this Agreement. You further agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the Service is bound by this Agreement. You further agree that you are bound by this Agreement whether you are acting on your own behalf or on behalf of a third party, including another advertiser or seller.
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of this Agreement at any time without further notice. If we do this, we will post the changes to the Agreement on the Service and will indicate at the top of this page the date the Agreement was last revised. Your continued use of the Service after any such change constitutes your acceptance of the revised Agreement. If you do not agree to abide by this Agreement or any future revisions, do not use or access (or continue to use or access) the Service. It is your responsibility to regularly check the Service to determine if there have been changes made and to review such changes. We may modify or terminate the Service from time to time, for any reason and without notice including the right to terminate with or without notice without liability to you, any other user or any third party.
(i) “Account” means the login and password assigned to you upon completion of the Service registration process, and the creation, management and monitoring tools we provide you to effectively utilize the Service;
(ii) "Consumer" means a consumer using the Network on either a registered or unregistered basis;
(iii) “Network” means, collectively, all Consumer facing websites ending in “.bizblackbook.com”;
(iv) "Offer" means a Consumer promotion or advertisement containing Seller Content posted to any part of the Network by a Seller. The offer is created by the Seller using the Seller Interface at bizblackbook.com/business.php;
(v) “Offer Action” means the method by which a Consumer may respond to an Offer, as chosen by the Seller via the Seller Interface. Each Offer Action has an associated cost to the Seller, as posted on the Seller Interface;
(vi) "Proprietary Technology" means BizBlackBook's proprietary computer programs and software, and all services, methods, processes, data, information, wrappers and other business property created and/or owned by PINK Espresso LTD. from time to time;
(vii) “Registration Data” means current and complete information about you as may be required to register with the Service;
(viii) "Seller” means you and any other person posting Offers on the Service, including advertisers, retailers, merchants, service providers, wholesalers, distributors, franchisees, not-for-profit or public sector organizations;
(ix) "Seller Content" means any information, material or content provided in any form by a Seller for use on the Service, Network or in Offers including, without limitation, graphics, logos, trademarks, and service marks;
(x) “Seller Interface” means the section of the Service used by Sellers to create, post manage and monitor Offers and manage Accounts;
(xi) "Seller Site" means a Seller's Website, or other locale through which a Seller features, markets and/or sells products and/or services;
(xii) “Sponsored Offer” means an Offer that is geographically targeted and given priority placement on the Network for an additional fee to the Seller placing the Offer, as posted on Seller Interface; and
(xiii) "Territory" means Canada.
4. REGISTRATION, ACCOUNT, SECURITY AND ACCESS
Only entities that are carrying on the operations they seek to promote on the Service as a going concern may register a business on the Service. If you are not carrying on operations as a going concern you are not eligible for registration and should not attempt to register a business.
Upon registration with the Service you will be issued an Account in order to access certain sections of the Service, including Business Interface, and/or certain services available through the Service. In consideration of your use of the Service, you agree to (a) provide the required Registration Data; (b) maintain the security and confidentiality of your Account; (c) maintain and promptly update the Registration Data, and any other information you provide to BizBlackBook, to keep such Registration Data accurate, current and complete; and (d) be fully responsible for all use of your Account and for any actions that take place using your Account.
You are solely responsible for all activities that occur through your Account and are solely responsible for protecting the security and confidentiality of your Account. You agree to: (a) immediately notify BizBlackBook of any unauthorized use of your Account or any other breach of security; and (b) ensure that you exit from your Account at the end of each session. BizBlackBook will not be liable for any loss or damage arising from your failure to comply with this section or from any unauthorized use of your Account. You may also be issued a new Account or required to change your Account from time to time in BizBlackBook's sole discretion.
You acknowledge that we are acting in reliance on the Registration Data you provide to us and that we are not required to evaluate the truth, accuracy or currency of such Registration Data. If you provide BizBlackBook with any Registration Data or other information that is untrue, inaccurate, not current or incomplete, or BizBlackBook has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, BizBlackBook has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof).
You are authorized to access the Business Interface solely to create, post, manage and monitor your Business Listing. Your right to access your Account is personal to you and non-assignable and is subject to any limits established by BizBlackBook. You agree that you will not use any automated means, including, without limitation, agents, indexers, robots, scripts or spiders to access your Account or to monitor or copy any part of Service or the Network without prior written approval from BizBlackBook.
5. LIMITED LICENSE
Subject to the terms of this Agreement, upon registration with the Service you are granted a limited, non-exclusive, non-transferable license to access and use the Service to post Details and other Business Content to the Service and the Network. This license is revocable at any time without notice and with or without cause.
You grant to BizBlackBook a non-exclusive, irrevocable, perpetual, royalty-free, sublicensable right in the Territory, to (i) organize, reproduce, display and otherwise exercise the copyright, publicity and database rights you have in the Business Content you post on any part of the current or future Service or Network; (ii) reproduce, transmit, publicly display and/or distribute your Seller Content as part of the Service and Network; (iii) develop and operate links on the Service and Network that permit Consumers to access Seller Sites, including your website, as available; and (iv) use, reproduce, organize and publicly display your Seller Content in connection with the Service and the Network.
Notwithstanding anything to the contrary in this Agreement, all rights not specifically granted in the limited licenses set forth above are reserved and remain always with the respective licensing party.
You will be provided the data supplied by Consumers in the course of completing an Offer Action pursuant to an Offer posted by you on the Network. In addition, you will also be provided with all reviews of your Offers as well as standard reports and analytical tools. You may not sell, license or otherwise transfer this data to any third party.
As a Seller, you agree to adhere to Canadian privacy laws, as may be provided to you from time to time, with regards to the data you are provided pursuant to section 6 and the personal information you collect from Consumers via the Network. You agree to use, disclose and retain such personal information in compliance with applicable Canadian privacy laws.
8. SELLER CONDUCT
You represent and warrant to BizBlackBook that:
(i) you have all right, title and interest in and to the Seller Content necessary to permit the use of the Seller Content on the Service and the Network;
(ii) there are no consents or approvals necessary for you to enter into this Agreement;
(iii) you are duly qualified and licensed to conduct your business, and have full power and authority to enter into, and perform this Agreement; and
(iv) your entrance into, and performance of, this Agreement will not violate any other agreement you may be party to.
You covenant and agree that:
(i) you will not register for an Account on behalf of a Seller other than yourself;
(ii) you will not include any Seller Content that is false, inaccurate, misleading, defamatory, libelous, obscene, harassing, discriminatory, illegal or otherwise offensive in an Offer or on the Service or the Network;
(iii) you will not include any Seller Content or any link to a website landing page that contains images, text or representations that are suggestive of sexual activity or otherwise unsuitable for family audiences, in the discretion of BizBlackBook;
(iv) you will not post any Seller Content in an inappropriate category or on an inappropriate area of the Service or Network;
(v) you will not associate any Seller Content with an inappropriate Community Publisher;
(vi) none of your Seller Content, the products or services offered by you in any Offer, or your use of any data or information relating to any Consumer collected via any Offer violate or will violate any laws, third party rights (including intellectual property and proprietary rights) or any of our policies, including but not limited to the Privacy Notice of BizBlackBook;
(vii) your Seller Content shall adhere to the Canadian Code of Advertising Standards;
(viii) you will not impersonate any person or entity, including but not limited to a person or entity affiliated with BizBlackBook, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
(ix) you will not upload, post, transmit, share, store or otherwise make publicly available on the Service any private or personal information of any third party, including, without limitation, addresses, phone numbers, email addresses, social insurance numbers, and credit card numbers;
(x) you will not interfere with other Sellers’ Offers;
(xi) you will not circumvent or manipulate our Offer Action, Sponsored Offer, other fee structures or the billing process;
(xii) you will not take any action to undermine the Offer feedback or rating features of the Network;
(xiii) you will not distribute or post spam, chain letters or pyramid schemes on the Service or the Network;
(xiv) you will not use any automated process or service to access or use the Service, other than those that may be provided to you by BizBlackBook;
(xv) you will not distribute viruses or any other technologies that may harm the Service, the Network or the interests or property of other Service or Network users, including but not limited to other Sellers and Consumers;
(xvi) you will not copy, modify, or distribute any content from the Service or the Network except for your own Seller Content;
(xvii) you will not take any action that imposes or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
(xviii) you will not interfere with the proper working of the Service or the Network or any activities conducted on the Service or the Network;
(xix) you will not harvest or otherwise collect information about Consumers, including email addresses, without the Consumer’s consent; and
(xx) you are solely responsible for the provision of the products and services featured in your Offers on the Network.
ANY ATTEMPT TO DELIBERATELY DAMAGE THE SERVICE, THE NETWORK OR ANY RELATED WEBSITE MAY BE A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, BIZBLACKBOOK RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO CRIMINAL PROSECUTION.
Without limiting other remedies, we may limit, suspend, or terminate any Account, prohibit access to the Service and the Network, delay or remove Seller Content and take technical and legal steps to keep Sellers off the Service and the Network if we think they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of this Agreement. We also reserve the right to cancel Accounts that have been inactive for longer than one (1) year.
9. BIZBLACKBOOK PROGRAM
Sellers may post contact and other details about their business on the Service. This information will be visible to all people who visit the Service and used to contact the Seller. FREE listings are just that, FREE. Any upgrades applied to the listing will be done so for the appropriate free as listed in the "Promotions" section.
10. PARTICIPATION OF CONSUMERS
Your correspondence to, or transactions with, Consumers on the Network or any other transaction or activity arising from or related to the Service or Network is solely between you and such other party or parties. BizBackBook is not responsible or liable for any loss or damage of any sort incurred as the result of any such transaction or activity.
If you have a dispute with a Consumer, you release us and our officers, directors, agents, subsidiaries, joint ventures an employees, from claims, demands and damages, both actual and consequential, of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
11. COMMISSION STRUCTURE AND PAYMENT
You agree to pay PINK Espresso LTD. all applicable charges to your Account, plus applicable taxes, in Canadian dollars in accordance with the terms of the applicable payment plan and the billing terms in effect at the time the charges become payable. You also agree to pay PINK Espresso LTD. for any optional services that you select according to the pricing in effect, including but not limited to Sponsored Offers.
The Offer Action, Sponsored Offer and other rates in effect at any given time will be set forth on the Seller Interface on the Service.
PINK Espresso LTD. will issue you a PayPal invoice for the amount owed which you can pay using PayPal's online Service.
You are responsible for paying all fees and applicable taxes associated with the Service and the Network in a timely manner with a valid payment method, as set out in section 12, below. If your payment method fails or your Account is past due, we may collect fees owed using other collection mechanisms. All late payments shall accrue interest at the rate of ten percent (10%) per annum from the due date to the date of payment, and shall be immediately due from you to PINK Espresso LTD.
You understand and agree that your Seller Content may be removed from BizBlackBook or your Account suspended or terminated in the sole discretion of BizBlackBook if payment of your Account becomes overdue.
You may dispute an invoice with BizBlackBook in writing to contact@bizblackbook only within the ninety (90) day period from the date of the invoice, after which the invoice becomes final.
12. PAYMENT METHODS
Should you choose to upgrade or promot your listing, we will issue you a PayPal invoice to be paid using PayPal's online service. By using PayPal's online service, you agree to their terms and policies.
13. TERM, TERMINATION AND MODIFICATION
The Term of this Agreement begins on the date that BizBlackBook accepts your application to become a Seller, and continues until this Agreement is terminated either by you or by BizBlackBook in accordance with its terms.
BizBlackBook may in its sole discretion and at any time discontinue or modify the provision the Service, the Network or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Agreement may be affected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Service. Further, you agree that BizBlackBook shall not be liable to you or any third party for any termination of your access to the Service, or modification, suspension or discontinuance of the Service.
You agree that BizBlackBook, at any time and in its sole discretion, may terminate your Account (or any part thereof) for any reason, including, without limitation, for lack of use or if BizBlackBook believes that you have violated or acted inconsistently with the letter or spirit of the Agreement.
You may terminate this Agreement at any time by sending a written notice of termination to BizBlackBook at email@example.com.
Sections 14, 15, 16, 19, 20, 21 and 22 of this Agreement survive termination.
14. PROPRIETARY RIGHTS IN SERVICE CONTENT
You acknowledge and agree that the Service and the Network contain Proprietary Technology that is protected by applicable intellectual property and other laws. You agree not to modify the Proprietary Technology in any manner or form or to use modified versions of the Proprietary Technology, including, without limitation, for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the Seller Interface that is provided by BizBlackBook for use in accessing the Service.
BizBlackBook does not grant you any right or license, express or implied, in the Proprietary Technology. You acknowledge that BixBlackBook is and shall be the sole owner of all right, title and interest in and to any and all information, data, compilations and processes resulting from BizBlackBook's operation of the Service and the Network.
“BIZBLACKBOOK”, “PINK ESPRESSO” and other Service graphics, logos, designs, page headers, button icons, scripts and service names are copyrighted and may be trademarked in the United States, Canada and/or other countries. BizBlackBook's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of BizBlackBook.
16. COPYRIGHT INFRINGEMENT
If you believe that any material on the Service or the Network infringes upon any copyright which you own or control, you may send a written notification of such infringement to us at firstname.lastname@example.org. The notification must be a written communication that includes the following:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works at that site;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(iv) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
(v) A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
17. REPEAT INFRINGER POLICY
In accordance with applicable law, BizBlackBook has adopted a policy of terminating, in appropriate circumstances and at BizBlackBook's sole discretion, Sellers who are deemed to be repeat infringers.
BizBlacBook may also at its sole discretion limit access to the Service and/or terminate the Account of any Seller who infringes any intellectual property rights of others, whether or not there is any repeat infringement.
18. CONTENT LINKED TO BY BIZBLACKBOOK
The sites displayed or linked to by the Service and the Network are developed by people over whom BizBlackBook exercises no control. BizBlackBook does not screen the source or sites of content before including them on the Service or the Network. BizBlackBook may link to sites and/or content that some people find objectionable, inappropriate, or offensive. BizBlackBook makes no representations or warranties of any kind regarding the content of such third party sites and does not guarantee that such content will not include unintended or objectionable content and assumes no responsibility for the content of any site included in our lists or otherwise linked to by BizBlackBook. BizBlackBook shall not be responsible for the availability of such external sites or resources, or endorse or be liable for any content, advertising, products, or other materials on or available from such sites or resources.
You acknowledge and agree that BizBlackBook shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such linked site or resource.
Please report any broken links to our email@example.com
19. DISCLAIMER OF WARRANTIES
BIZBLACKBOOK DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL DISPLAYED ON THE SERVICE OR THE NETWORK. BIZBLACKBOOK DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. BIZBLACKBOOK DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL ON THE INTERNET THROUGH THE BIZBLACKBOOK SERVICE OR NETWORK.
THE SERVICE, THE NETWORK AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED THEREIN ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. BIZBLACKBOOK AND ITS LICENSEES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND IMPLIED WARRANTIES AND CONDITIONS ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE.
BIZBLACKBOOK AND ITS LICENSEES DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICE AND THE NETWORK. BIZBLACKBOOK DOES NOT WARRANT THAT THE SERVICE OR THE NETWORK WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, SOFTWARE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
BIZBLACKBOOK AND ITS LICENSEES DISCLAIM ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICE OR THE NETWORK. BIZBLACKBOOK AND ITS LICENSEES DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR NETWORK OR RECEIVED THROUGH ANY LINKS PROVIDED BY THE SERVICE OR NETWORK, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED ON THE SERVICE OR THE NETWORK. IN NO EVENT WILL BIZBLACKBOOK BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU OR ANYONE ELSE IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE SERVICE OR NETWORK.
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SERVICE OR NETWORK AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
SOME STATES, PROVINCES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. BizBlackBook specifically disclaims any warranty regarding the rank, location and prominence of Offers anywhere on the Service or Network. BizBlackBook reserves the right to determine whether and where Offers will be displayed in response to any given search of the Service or Network, and BizBlackBook does not guarantee any specific placement of Offers on the Service or Network. BizBlackBook reserves the right to remove Offers at any time for any reason. BizBlackBook also reserves the right, in its sole discretion, to suspend or cease the promotion of any Seller Site at any time, for any reason.
20. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL BIZBLACKBOOK OR ITS LICENSEES BE LIABLE TO ANY SELLER ON ACCOUNT OF THAT SELLER'S USE OR MISUSE OF OR RELIANCE ON THE SERVICE OR NETWORK. SUCH LIMITATION OF LIABILITY FOR ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF BIZBLACKBOOK OR ITS LICENSEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
SUCH LIMITATION OF LIABILITY APPLIES WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICE OR NETWORK, FROM INABILITY TO USE THE SERVICE OR NETWORK, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE OR NETWORK (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).
THIS LIMITATION ALSO APPLIES WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR NETWORK OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE BIZBLACKBOOK SERVICE OR NETWORK, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR NETWORK OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICE OR NETWORK.
THIS LIMITATION ALSO APPLIES, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA.
SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE OR NETWORK OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SERVICE.
THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA.
THIS LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Without limiting the foregoing, under no circumstances shall BizBlackBook or its licensees be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning. Regardless of the foregoing, if we are found to be liable, our liability to you or any third party is limited to the greater of: 1) the total fees you have paid to us in the twelve (12) months prior to the action giving rise to the liability; and 2) $1 Canadian dollar.
You agree to indemnify, defend and hold harmless BizBlackBook and its subsidiaries, affiliates, directors, officers, employees, representatives, licensors and licensees from any damages, losses, costs and expenses (including legal fees), incurred in connection with: (i) any breach or misrepresentation under this Agreement by you, your affiliates or other persons or the employees or agents of any of the foregoing; (ii) the products or services offered or sold by you on the Service or the Network; (iii) your Seller Content; or (iv) any third party claim or demand alleging or based upon your breach of this Agreement or your violation of any law or the rights of such third party. BizBlackBook reserves the right, at its own expense, but does not have any obligation to assume the exclusive defence and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate fully as reasonably required by BizBlackBook.
22. GOVERNING LAW
This Agreement and your use of the Service and Network is governed and construed in accordance with the laws of the province of Ontario and the federal laws of Canada applicable therein, excluding the application of any rule or principal of conflict of law that might otherwise refer the construction, interpretation or resolution of any dispute to the laws of another jurisdiction. Any dispute arising under this Agreement shall be resolved exclusively by the courts located in Ottawa in the province of Ontario. You agree not to bring any legal action against BizBlackBook in any jurisdiction except the province of Ontario and you shall submit and consent to such jurisdiction. If any provision of this Agreement shall be deemed unlawful by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by BizBlackBook. If any provision of this Agreement shall be deemed unlawful, invalid, or unenforceable by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions. Your use of the Service and the Network is not intended and shall not be deemed to create any agency, joint venture or other legal relationship of any kind between you and BizBlackBook other than that of independent contractors. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.
If you are entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority from your respective governing body to enter into this Agreement and to bind your respective company to all the terms and conditions of this Agreement. SELECTING “AGREE” WILL BE THE LEGAL EQUIVALENT OF YOUR SIGNATURE ON A WRITTEN CONTRACT, AND EQUALLY BINDING. YOU MUST AGREE TO THESE TERMS AND CONDITIONS IN ORDER TO CREATE AN ACCOUNT AND USE THE SERVICE.