Terms of Service
semanti.ca, a service having its principal place of business at 104-2350 Rue du Barachois, Quebec City, QC, Canada (“semanti.ca”) provides this web site (the “Site”) subject to your compliance with the terms and conditions below (the “Agreement” or “Terms and Conditions”).
You will not:
- post, transmit or otherwise distribute information constituting or encouraging conduct that would constitute a criminal offense or give rise to civil liability, or otherwise use the Site in a manner which is contrary to law or would serve to restrict or inhibit any other user from using or enjoying the Site or the Internet;
- post or transmit any information or software which contains a virus, cancelbot, trojan horse, worm or other similar, harmful or disruptive component; or
- upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Site which is protected by copyright, or other intellectual property right, or derivative works with respect thereto, without obtaining permission of the copyright owner or right-holder.
2. Site Operation
semanti.ca shall be under no obligation to continue to operate the Site for any particular term and may remove or change the Site at its sole and absolute discretion.
All information submitted to semanti.ca through Site shall become the property of semanti.ca and semanti.ca shall be free to use, for any purpose, idea, concepts, know-how or techniques contained in in formation that you may submit to the semanti.ca through this Site. semanti.ca shall not be under an obligation of confidentiality in respect of such information except and to the extent that semanti.ca enters into or assists in establishing a customer relationship with or for you, or as otherwise agreed by semanti.ca or as may be required by applicable law. This provision shall not serve to limit the responsibilities of semanti.ca in respect of customers with whom or for whom it has established a customer relationship.
6. Limitation of Liability
COMPANY, INCLUDING ITS AFFILIATES, RELATED COMPANIES, AND OTHER SUPPLIERS, TAKE NO RESPONSIBILITY FOR THE ACCURACY OR VALIDITY OF ANY CLAIMS OR STATEMENTS CONTAINED IN THE SITE. FURTHER, COMPANY MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF ANY OF THE INFORMATION CONTAINED ON THE SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, INCLUDING WITHOUT LIMITATION IMAGES, VIDEOS AND OTHER DOCUMENTATION IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THE SITE. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO YOU FOR ANY AMOUNT GREATER THAN $100.
If you are dissatisfied with the Site or with any terms, conditions, rules, policies, guidelines or practices of semanti.ca in operating the Site, your sole and exclusive remedy is to discontinue using the Site.
You agree to defend, indemnify and hold semanti.ca and its affiliates and related companies harmless from any and all liabilities, costs and expenses, including reasonable attorneys’ fees, related to any violation of this Agreement by you or users of your account, or in connection with the use of the Site or the Internet or the placement or transmission of any message, information, software or other materials on the Site or on the Internet by you or users of your account.
9. Intellectual Property
All elements of the Site (the “Elements”) such as, without limiting the generality of the foregoing, the texts, articles, photos, illustrations, images, videos and audio materials, are the property of semanti.ca and are subject to licenses or agreements allowing their broadcast through the site. No site Element may be copied, reproduced, distributed, published, translated, downloaded, posted or sent, in any way whatsoever, without the prior written approval of semanti.ca or the copyright holder. You are allowed to post or download the site Elements, but solely for non-commercial purposes and for personal use, provided you do not change these Elements and maintain all their intellectual property notices.The trademarks and logos used or posted on the Site are trademarks which were registered or not by semanti.ca or third parties. Nothing in the Site may be interpreted as allowing, directly or indirectly, the use of a trademark reproduced on Site without the prior written approval of the owner of such trademark.
10. Third Party Links
Third parties may provide links to other internet websites or resources on this Site. semanti.ca neither controls nor endorses such ‘linked sites’ nor have we reviewed or approved the content or information that appears on these linked sites. You acknowledge and agree that semanti.ca is not responsible for the legality, accuracy or appropriate nature of any content, advertising, products or any other materials on or available from such linked sites. You further acknowledge, and agree that semanti.ca, its officers, directors, employees, affiliates nor any other representatives shall not be held 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 and services available on or through any such linked sites.
The Site originates and is published in Canada, however, certain services offered from this Site are offered elsewhere.
semanti.ca reserves the right to amend this Agreement at any time and without notice. Such changes shall be binding on you if you continue to use the Site. Please review this Agreement from time to time to see that you are in agreement with the terms hereof, such as they may be from time to time.
This Agreement, including any and all documents referenced herein, constitutes the entire agreement between semanti.ca and you pertaining to the subject matter hereof. In the event that you are solicited by semanti.ca for a product or service and you wish to procure such product or service then the application for and supply of such product or service shall be governed by additional terms and conditions separate and apart from this Agreement. semanti.ca’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provisions or right. Nothing in this Agreement shall be construed as constituting a partnership, joint venture or other association of any kind, or agent/principal relationship between the parties hereto. If any of the provisions contained in this Agreement were determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions contained herein. This Agreement shall be governed by and construed in accordance with the applicable laws of the Province of Quebec and the federal laws applicable therein.
If you have any questions concerning this Agreement, please contact semanti.ca through [email protected] or other contact information set out on the Site.
semanti.ca Account Terms and Conditions of Use
semanti.ca, a service having its principal place of business at 7th Floor – Suite 740, 1185 West Georgia Street, Vancouver, BC, Canada V6E 4E6 (“semanti.ca”) provides visitors to semanti.ca.com (the “Site”) the right to create and use an account through the Site subject to your compliance with the terms and conditions below (the “Agreement” or “Terms and Conditions”).
1. semanti.ca Account
The Site permits you to create an account accessible through the Site (your “Account”). The Account shall serve the following purposes, at the discretion of semanti.ca: (a) on your request, download and process publicly available Web pages from third-party websites; (b) providing demonstrations of various products and services; (c) providing certain reporting concerning services that you have elected to procure through semanti.ca, which services may be provided by semanti.ca or third parties; and (c) providing a portal through which you may be able to refer additional potential clients to semanti.ca (collectively, the “Services”). You shall retain sole and exclusive responsibility for any and all use of such access codes for the Account. You may not use the Services or the Account for or on behalf of any third party.
- Compliance with Laws. You shall use Services in a manner that is in full compliance with all applicable laws in the jurisdictions where each of semanti.ca and you are located. You will conduct your affairs in an ethical manner and in accordance with the terms and intent of this Agreement, and in compliance with all applicable laws and regulations.
- Fraud. You shall not promote or allow the use of the Services or Product in connection with any illegal activities under any laws or regulations of any applicable jurisdiction.
- Fees. Some Services are provided by third parties, which third parties shall have direct contracts with you in which the rates for such Services are set out. Other Services are provided by semanti.ca in which case semanti.ca will disclose to you the fees applicable thereto (the“Fees”). When you elect to procure a Service, there shall be an indicator of the supplier thereof if it is other than semanti.ca. You shall pay all Fees and other amounts owing hereunder.
- Taxes on Services. Unless otherwise notified, Fees are inclusive of all applicable taxes on the Services. semanti.ca may, at its discretion, deem taxes to be payable in addition to Fees by providing notice to that effect to you through your Account.
2. Third Party Content
Certain of the Services may permit you to access information posted by third parties (“Third Party Content”). semanti.ca does not guarantee the accuracy, integrity or quality of such Third Party Content. Under no circumstances will semanti.ca be liable in any way for any Third Party Content, including, but not limited to, any errors or omissions in any Third Party Content. semanti.ca is not and shall not be responsible or liable for the accuracy, usefulness or availability of any Third Party Content transmitted or made available via the Service. semanti.ca grants you permission to access and view the Site for the purposes stated on the Site. Any other use of the Site, in whole or in part, without permission of the applicable rights holder is strictly prohibited, including without limitation: modification, republication, deletion, transmission, public performance, distribution, proxy caching, uploading, posting, reproduction for purposes other than those noted above, or other similar unauthorized exploitation of the Site or Third Party Content. Without limiting the foregoing, unauthorized use of the Site or Third Party Content is illegal and could subject you to criminal prosecution as well as personal liability for damages in a civil suit.
You shall defend, indemnify and hold harmless semanti.ca, its directors, officers, employees, agents, assigns, and successors-in-interest from and against any and all third-party liability, damages, losses, claims, demands, actions, causes of action and costs (including attorneys’ fees and expenses) arising out of or resulting from:
- your performance under this Agreement including, without limitation, performance, non-performance, or defect in performance, any statement, misstatement, representation or misrepresentation made by you;
- the negligent or willful acts or omissions of you or your agents and/or employees; and
- any statements, claims, representations or warranties made by you or your agents and/or employees, relating to the Products or Services or any other matter.
4. Your Representations and Warranties
It is agreed between the Parties that performance by semanti.ca hereunder, whether the representations, warranties and covenants of you are fulfilled or not, shall in no manner whatsoever waive the benefit, to semanti.ca, of any such representations, warranties and covenants of you. You hereby warrant and covenant to semanti.ca that:
- Duly Constituted. You are a business or carries on an organized economic activity for profit or otherwise and, if you are not an individual, you are duly constituted under the laws of your constituting jurisdiction and that you have legal capacity to enter into this Agreement and perform its obligations hereunder. You are registered as a business in every jurisdiction where you carry on business;
- Duly Authorized. You have the necessary corporate power and authority to execute this Agreement and to perform its or his obligations hereunder. Such execution and performance by you does not require any action or consent of, any registration with, or notification to, any person, or any action or consent under any laws or regulations which you is subject;
- Notice of Defects. You will immediately advise semanti.ca and your customers in writing of defects in the Product or any claim or threatened claim against it in relation to the Product;
- Compliance with Laws. The Product conforms to all applicable laws in the jurisdictions where semanti.ca, you and its customers are located. It will conduct its business affairs in an ethical manner and in accordance with the terms and intent of this Agreement, and in compliance with all applicable laws and regulations, including but not limited to all laws and regulations applicable in Canada, the United States and all jurisdictions where your customers are located. You shall not use the Services to sell or promote or otherwise facilitate pornography, gambling or casinos, whether online or otherwise;
- Customer Information. You have obtained all necessary express consents of your customers to disclose to semanti.ca any and all personal or other non-public information concerning them that is necessary for semanti.ca to provide the Services.
- Solely for Business Purposes. You shall use the Services exclusively for business purposes or in the course of carrying on an organized economic activity, whether for profit or otherwise.
- Opportunity to Consult Counsel. You have had the opportunity to consult legal counsel for the purpose of reviewing and obtaining advice as to the terms hereof.
5. Limitation of Liability
- No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, semanti.ca EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES THAT THE SERVICES PROVIDED BY semanti.ca OR THAT THE OPERATION OF THE SERVICES WILL BE INTERRUPTION OR ERROR FREE.
- Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, semanti.ca, IT’S VENDORS, CLIENTS, AGENTS AND LICENSORS, SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO YOUR FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF semanti.ca HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. EXCEPT AS REQUIRED BY LAW, IN NO EVENT SHALL semanti.ca’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO YOUR, OR ANY THIRD PARTY, IN ANY WAY CONNECTED WITH OR ARISING OUT OF THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID TO semanti.ca DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
- Force Majeure. semanti.ca shall use its commercially reasonable efforts to perform its obligations hereunder, however, semanti.ca, its affiliates, agents or licensors shall not be liable for any loss resulting from the activities of you, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond semanti.ca’s reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, terrorism, war, sabotage, accident, embargo, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. semanti.ca’s obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this agreement by you.
6. Term and Termination
- Term. This Agreement shall be effective commencing on the date on which your Account is activated by semanti.ca and ending one (1) years thereafter (the “Initial Term”). After the Initial Term, this Agreement shall be renewed automatically for additional consecutive one (1) year periods, unless earlier terminated in accordance with the terms hereof.
- Termination. semanti.ca may terminate this Agreement at any time on notice to you. Either party may terminate this Agreement on thirty (30) days notice prior to the end of the then current term. Either party may terminate this Agreement in the event that the other party is in material breach hereof and such breach is not cured within thirty (30) days of notice of such breach.
- Suspension. If any information provided by you is found by semanti.ca to be inaccurate or false, or your use of the Services or Account places semanti.ca under excessive security, financial or reputational risk, semanti.ca may immediately suspend or terminate the Services or cause its Vendors to do the same, as the case may be.
- Modification or Termination of Service. semanti.ca reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that semanti.ca shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. semanti.ca shall be under no obligation to continue providing any of the Services and may terminate Services for you at its sole discretion and without penalty on five (5) days notice through the Account.
- Procedure Upon Termination. No termination of this Agreement shall affect your rights or obligations under any agreement you may have entered into with a Vendor. Upon any termination of this Agreement, you shall longer be entitled to use the Account or any of the Services supplied by semanti.ca. All provisions regarding indemnification, representations, warranties, liability and limits thereon and confidential information shall survive termination and termination of this Agreement shall not relieve you of its obligations to pay accrued Fees or other liabilities to you hereunder.
7. Subject to General Terms and Conditions of Use of Site
Your use of the Account is subject to the General Terms and Conditions of Use of the Site which are incorporated herein by reference.
- Notices. Any notice, demand, request or other communication required or permitted to be given under this Agreement shall be in writing and delivered personally, or sent by prepaid registered mail, return receipt requested (i) to semanti.ca at the postal address provided therefore on the Site; to you at the address provided therefore on Account opening; or to such other address as either party may have previously indicated to the other in writing in accordance with the foregoing. Any such notice, request, demand or communication shall be deemed to have been received on the day it was delivered personally, on the fifth (5th) day following mailing, unless there is a disruption of any kind of postal service.
- Independent Contractor. Neither party has any right to create any obligations on the part of the other party, without the other’s prior written consent. Nothing in this Agreement or the course of dealing of the parties shall be construed to constitute the parties hereto as partners, joint ventures or as agents or employees of one another or as authorizing either party to obligate the other in any manner. You shall not (1) bind semanti.ca to any contract or agreement, (2) incur any obligation on behalf of semanti.ca, (3) release, assign or transfer any agreement, claim, security or any other asset of semanti.ca, (4) borrow or lend any money in the name of semanti.ca, or (5) submit to any claim or liability related to the Services, allow judgment to be taken or confessed against semanti.ca. You, being an independent contractor, shall not receive as compensation, or be reimbursed, for any of the following:
- work materials that you may use in performing hereunder,
- business facilities, telephone, automobile or any other equipment,
- any employee benefit,
- reimbursement for any other cost or expense incurred by you in its promotion of the Services hereunder.
- Amendments to this Agreement. From time to time semanti.ca will post amendments or revisions to this Agreement, including, without limitation, amendments to Fees, on the Site accessible through the Account. If the amendment or revision is required in order to semanti.ca and the Services to remain in compliance with applicable laws and regulations, then the amendment or revision shall take effect as of when it is posted to the Account. If, on the other hand, the amendment or revision is not required under law, and you does not close its Account within thirty (30) days of notice through the Account of the amendment or revision, then you shall be deemed to have accepted the amendment or revision. Other than as provided in this section, this Agreement may not be amended except by express consent of both parties through the Account.
- Assignment. None of you or any of your successors may assign this Agreement, or any rights hereunder, directly or by operation of law, without the prior written consent of semanti.ca which consent may be withheld for any reason, at semanti.ca’s sole discretion. semanti.ca may assign its rights and obligations under this Agreement to a third party on notice to you through the Account.
- Successors. This Agreement and the provisions hereof shall ensure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
- Enforcement. You shall use the Services exclusively for business purposes or in the course of carrying on an organized economic activity, whether for profit or otherwise.
- Remedies. All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy.
- Severability. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable and binding on the parties.
- Governing Law and Choice of Forum. To the extent permitted by law, this Agreement shall be deemed to have been formed in the Province of Quebec, Canada. This Agreement shall be deemed to be governed and enforced in accordance with the laws of the Province of Quebec whose courts, in Vancouver, shall have exclusive jurisdiction over disputes arising hereunder.
- Whole Agreement. References to “this Agreement” include any Fees, schedules, supplementary agreements, addendum, appendices and amendments and any other agreements, schedules appendices and amendments promulgated by semanti.ca and furnished to you from time to time. This Agreement replaces any earlier versions hereof appearing on the Site or otherwise.
If you have any questions concerning this Agreement, please contact semanti.ca through [email protected] or other contact information set out on the Site.
Last updated on Jul 31, 2018