WARNING: THIS "TERMS OF USE" AGREEMENT IS PROVIDED TO YOU ON THE TERMS AND CONDITIONS SET OUT IN THE LICENSE AND DISTRIBUTION AGREEMENT BETWEEN YOU AND MULTIACTIVE SOFTWARE INC. IF YOU CHOOSE TO USE THESE TERMS OF USE ON YOUR WEB SITE, YOU MUST NOT ALTER THE BODY OF TEXT, EXCEPT TO INSERT THE PROPER VALUES FOR VARIABLES. YOU MAY ONLY APPEND TERMS TO THIS TERMS OF USE AGREEMENT, AND SUCH APPENDED TERMS CANNOT BE INCONSISTENT WITH THE TERMS OF THIS AGREEMENT. IN PARTICULAR, YOU CANNOT ADD ANY TERM WHICH PURPORTS TO CREATE ANY LIABILITY FOR MULTIACTIVE SOFTWARE INC. AND/OR MULTIACTIVE EC SERVICES INC. THIS DOCUMENT IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. ANYONE WHO USES THIS DOCUMENT DOES SO AT THEIR OWN RISK, AND MULTIACTIVE EC TECHNOLOGIES INC. AND MULTIACTIVE EC SERVICES INC. SHALL NOT BE LIABLE IN ANY WAY FOR YOUR USE OF THIS TERMS OF USE AGREEMENT.
Remarks:
The intention of a "TERMS OF USE" agreement is to:
- define the relationship between the ecPartner and the Merchant as defined below,
- make Merchants aware of potential liabilities they accept by using ecBuilder software or uploading information to the ecPartner's web hosting service, and
- limit the ecPartner's risk and liabilities.
The text in this document uses variable names in angle brackets (e.g. "<web_site_name>") to indicate information the ecPartner would replace in a site-specific "TERMS OF USE" agreement.
The meaning of these variable names is as follows:
<registered_company_name> means the name used by the ecPartner during product registration of the ecBuilder Toolkit Software.
<web_site_name> means the name the ecPartner uses for making available to the general public information relating to their site-specific ecBuilder software made available by the ecPartner to Merchants under a distribution agreement with Multiactive Software Inc.
<web_site_address> means the Uniform Resource Locator (URL), Internet domain name or TCP/IP address the ecPartner uses for allowing Merchants to download ecBuilder Software.
<FTP_address> means the Internet domain name of TCP/IP address the ecPartner uses for the accepting uploads of Merchant web sites.
<state_or_province> means the name of the State or Province used by the ecPartner during product registration of the ecBuilder Toolkit Software.
<country> means the name of the country used by the ecPartner during product registration of the ecBuilder Toolkit Software.
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TERMS OF USE
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Please take the time to familiarize yourself with the terms and conditions of use set out below. The terms and conditions of these TERMS OF USE may change from time to time. You should check the ecPartner(TM) web site (known as <web_site_name> at <web_site_address>) periodically to view the latest version of the TERMS OF USE. Your acceptance of these TERMS OF USE will confirm your acceptance of any changes made to the TERMS OF USE from time to time.
DEFINITIONS
"Multiactive" means Multiactive Software Inc. of Vancouver, British Columbia, the Company who provides the ecBuilder Software web site creation tool under license to Merchants and the ecBuilder Toolkit Software under license to ecPartners.
"ecBuilder(TM) Software" means the ecBuilder software program, a web site creation tool to build, maintain and manage Merchant web sites.
"ecBuilder Toolkit Software" means the ecBuilder Toolkit of software programs, consisting of ecBuilder, a web site creation tool to build, maintain and manage Merchant web sites, the ecBuilder Customization Wizard, a tool allowing ecPartners to create site-specific versions of ecBuilder, and the ecBuilder Setup Creator, a tool allowing ecPartners to create ecBuilder software program images for distribution on disk and via download from the web site (known as <web_site_name> at <web_site_address>).
"Host System" means the computers, network and software environment used by the ecPartner for enabling Merchants to establish a web site on the Internet.
"ecPartner" means <registered_company_name>, the company who licensed ecBuilder Toolkit Software from Multiactive, distributes the ecBuilder Software web site creation tool to Merchants for the creation of web sites that form part of the <registered_company_name> web hosting service using the Host System known as <web_site_name>, <FTP_address> .
"Shopper" means any visitor to the Merchant web site.
"Merchant" means any user who registers with the ecPartner as a Merchant and is assigned a user id and password by the ecPartner and who acts as a supplier, producer or advertiser of goods and services through a Host System operated by the ecPartner.
"you/your" means any Merchant or other person or entity using ecBuilder Software, the ecPartner's Host System or any part thereof.
"Your Postings" means everything contained in your web pages, any advertisements and other material you or a third party using your user id and password post to the ecPartner's Host System.
"ecPlace" means the Web site known as ecPlace located at http://www.ecPlace.com.
ACCEPTANCE
By selecting the "I accept the Terms of Use agreement" option at the bottom of the "TERMS OF USE" window that contains this document, you are indicating that you have read and agree to abide by these Terms of Use. If you are not willing to abide by these Terms of Use, select the "I don't accept the Terms of Use agreement" option and exit from this application.
ELIGIBILITY
To register as a Merchant, you must be at least the age of majority in your home province, state or jurisdiction, and you must register your own name in the contact information on the registration page. If you are registering a company or other organization as a Merchant, you must be a bona fide employee or independent contractor who is authorized by the company or organization to use its name and submit registration information on its behalf.
ACCOUNTABILITY AND LIABILITY
You are solely responsible for Your Postings and all products and/or services offered through your web page. You will be held legally liable for the contents of Your Postings, and may be held legally accountable if Your Postings include, without limitation, messages, data, images or programs that are obscene, pornographic, threatening, abusive, hateful, libelous, defamatory, tortious, deceitful or unlawful, or if Your Postings offer illegal goods and/or services, promote or provide instructional information about illegal activities, promote material or physical harm or injury against any group or individual, or if Your Postings infringe the copyright, trade-marks, trade secrets, patents, other intellectual property rights or any other rights of others.
You agree to keep your user id and password confidential. Multiactive, Multactive EC Services Inc. ("Multiactive EC") and the ecPartner will not be responsible for any unauthorized use of your user id and password by any third party.
You agree not to attempt to disassemble, decompile, translate, convert into any other language or otherwise reverse engineer all or any part of the ecBuilder Software programs.
ORDER/INQUIRY PROCESSING FUNCTION
The ecPartner provides an environment for Shoppers and Merchants to find and contact one another. You acknowledge that orders and inquiries from Shoppers for or about the products or services advertised on your web site will be processed through the facilities of Multiactive EC Services Inc. ("Multiactive EC"). Multiactive EC will accept orders and inquiries from Shoppers, and forward them to you by electronic mail (the "Order Processing Function"). Multiactive EC is not responsible in any way for the fulfilling of Shoppers' orders or responding to Shoppers' inquiries. Multiactive and/or Multiactive EC reserve the right to charge you for the Order Processing Function if the aggregate number of orders and inquiries processed by Multiactive EC relating to your web site exceed 10 per day. Multiactive EC does not guarantee the reliability, accuracy or timeliness of the Order Processing Function, nor the level of security provided by the encryption method used. Multiactive EC may discontinue the Order Processing Function at any time, but before it discontinues the Order Processing Function, it will provide you with 10 days notice and instructions and/or make available a software patch so that you can receive orders and inquiries directly from Shoppers.
INDEMNITY
You agree to indemnify and hold harmless Multiactive, Multiactive EC, the ecPartner, and their respective employees, agents, suppliers and contractors from and against any loss, liability, claim, damage and expenses (including attorneys' fees) arising from or in connection with Your Postings and products and/or services or any use of the ecBuilder Software program, Host System or Order Processing Function made by you, Shoppers, or other third parties, whether or not authorized by you.
DISCLAIMERS
Any business relationship or transaction between Shoppers and Merchants resulting from contacts through this environment is subject to the terms and conditions negotiated between the Shopper and Merchant, and any recourse in respect of any product or service contracted for between Shopper and Merchant shall be solely against the Merchant or Shopper as applicable, and not the ecPartner, Multiactive or Multiactive EC. Multiactive, Multiactive EC and the ecPartner expressly disclaim all liability and responsibility with respect to any business relationship or transaction that may result between Shoppers and Merchants.
Multiactive EC also reserves the right to terminate your access or to remove information, messages, data, images or programs appearing on the web site known as ecPlace (at www.ecPlace.com) if they are considered unfit for any reason by Multiactive EC or relevant authorities or are the subject of a dispute with third parties.
Multiactive, Multiactive EC and the ecPartner provide software, service and information on an "as is", "as available" basis and do not warrant that they will be uninterrupted, error free or that defects will be corrected. Multiactive, Multiactive EC and the ecPartner reserve the right to change or terminate their offerings of services, software and information, for any reason, at any time and without prior notice. The ecPartner also reserves the right to terminate your access or remove information, messages, data, images or programs appearing on the Host System if they are considered unfit for any reason by the ecPartner, relevant authorities or are the subject of a dispute with third parties.
MULTIACTIVE, MULTIACTIVE EC AND THE ecPARTNER EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS EXPRESS OR IMPLIED WITH RESPECT TO THE OPERATION OF THE ecBUILDER SOFTWARE APPLICATION, THE HOST SYSTEM AND THE ORDER PROCESSING FUNCTION WHICH ARE NOT CONTAINED HEREIN, INCLUDING BUT NOT LIMITED TO IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS OF QUALITY, PERFORMANCE, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE. WITHOUT LIMITATION, MULTIACTIVE, MULTIACTIVE EC AND THE ecPARTNER DO NOT REPRESENT OR WARRANT THAT:
(i) THE OPERATION OF THE ecBUILDER SOFTWARE APPLICATION, THE HOST SYSTEM OR THE ORDER PROCESSING FUNCTION WILL BE ERROR FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM THEIR USE WILL BE ACCURATE OR RELIABLE; OR
(ii) ALL PROGRAMMING ERRORS CAN BE CORRECTED OR FOUND IN ORDER TO BE CORRECTED.
This limited warranty gives you specific legal rights. You may have others, which vary according to local laws (e.g. by state or province).
IN NO EVENT SHALL MULTIACTIVE, MULTIACTIVE EC, THE ecPARTNER OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, DEALERS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND) ARISING OUT OF THE USE OF OR INABILITY TO USE THE ecBUILDER SOFTWARE APPLICATION, THE HOST SYSTEM OR THE ORDER PROCESSING FUNCTION, EVEN IF MULTIACTIVE, MULTIACTIVE EC OR THE ecPARTNER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Because some states and/or provinces do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION OR DEMAND, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT OR ANY OTHER LEGAL THEORY, AND SHALL SURVIVE ANY FUNDAMENTAL BREACH OR BREACHES AND/OR FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT, OR OF ANY REMEDY CONTAINED IN THIS AGREEMENT.
Because some states and/or provinces do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
IF YOU LIVE IN A PROVINCE, STATE OR JURISDICTION WHOSE LAWS PREVENT YOU FROM TAKING FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE ecBUILDER SOFTWARE APPLICATION, THE HOST SYSTEM OR THE ORDER PROCESSING FUNCTION, MULTIACTIVE'S, MULTIACTIVE EC'S AND THE ecPARTNER'S LIABILITY IS LIMITED TO THE GREATEST EXTENT ALLOWED BY LAW. IN NO EVENT SHALL MULTIACTIVE'S, MULTIACTIVE EC'S OR THE ecPARTNER'S LIABILITY TO YOU OR ANY OTHER PERSON IN CONNECTION WITH YOUR USE OF THE ecBUILDER SOFTWARE APPLICATION, THE HOST SYSTEM OR THE ORDER PROCESSING FUNCTION EXCEED ANY FEES PAID BY YOU TO THE ecPARTNER, MULTIACTIVE, MULTIACTIVE EC OR THEIR DEALERS OR SUPPLIERS, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR ANY OTHER FORM OF CLAIM.
These terms of use shall be governed by and construed in accordance with the laws of <state_or_province>, <country>. The courts of <state_or_province> shall have non-exclusive jurisdiction to hear any matter arising in connection with these Terms of Use.
Remember, if you select the "I accept the Terms of Use agreement" option you are acknowledging that you have read, understand and agree to be bound by these Terms of Use. If you do not agree with these Terms of Use, or are not willing to be bound by them, please select the "I don't accept the Terms of Use agreement" option and exit from this application.
