This Terms and Conditions of Service (the “Terms”) is a legal agreement between Eagle Operating Corp. d/b/a EnsembleIQ and its subsidiaries (collectively, “EnsembleIQ”, “we”, “us” or “our”) and you in your capacity as: (i) an unregistered user, (ii) a member or registered user; and/or (iii) an employee of a member or registered user of the present website or any of the following websites, institutes, and online learning portals:
• EnsembleIQ: http://www.EnsembleIQ.com/home
• Apparel Magazine: http://apparel.edgl.com/home
• The Canadian Coffee & Tea Show: http://coffeeteashow.ca/
• Canadian Grocer: http://www.canadiangrocer.com/
• Canadian Healthcare Network: http://www.canadianhealthcarenetwork.ca/ and http://www.professionsante.ca/
• Carbonview Research: http://www.carbonview.com/
• CCentral: http://ccentral.ca/
• Consumer Goods Technology: http://www.consumergoods.com/
• The Convenience U Carwacs Show: http://calgary.convenienceu.ca/
• Convenience Store News: http://www.csnews.com/
• Convenience Store News for Single Store Owners: http://www.csnews.com/single-store-owner
• EKN Research: http://eknresearch.com/
• FoodBiz: http://foodbiz.ca/
• The Gourmet Retailer: http://www.gourmetretailer.com/
• Hospitality Technology: http://hospitalitytechnology.edgl.com/home
• Le Salon des Dépanneurs: http://salondec.com/
• Monday Report on Retailers: http://www.mondayreport.ca/
• Path to Purchase Institute: https://p2pi.org/
• Path to Purchase Expo: http://www.path2purchaseexpo.com/
• Shopper Marketing: http://www.shoppermarketingmag.com/home/
• Pharmacy U: http://pharmacyu.ca/
• Progressive Grocer: http://www.progressivegrocer.com/
• RIS News: http://www.risnews.com/
• Retail Leader: http://www.retailleader.com/
• Retail Buyers: http://retailbuyers.net/
• Shopper Marketing Summit: http://www.shoppersummit.com/
• Store Brands: http://www.storebrands.info/
• StratConn: http://www.stratconn.org/
• Top Women in Grocery: http://www.topwomeningrocery.progressivegrocer.com/
(each, an “EnsembleIQ Website”). Specifically, these Terms govern website access, website content, web services, communication tools and forums, online and downloadable applications, online, downloadable, or electronically-stored software, courses, seminars, webinars, or other online events and/or educational materials made available by any EnsembleIQ Website (collectively, the “Service”). By commencing use of any aspect of the Service, you hereby accept and agree to be bound by the Terms. If you do not agree to the Terms, do not commence use of the Service.
In these Terms, “residents of Québec” means residents of Québec to whom the Consumer Protection Act (Québec) applies in connection with the use of an EnsembleIQ Website and the Services. We reserve the right, at our sole discretion, to modify these Terms at any time, and such modifications shall be effective immediately upon posting of the modified Terms. You agree to review the Terms periodically to be aware of modifications and your continued use of any EnsembleIQ Website shall be deemed your acceptance of the modified Terms.
2. REGISTRATION, ACCOUNTS, PASSWORD
Certain of the Services made available on an EnsembleIQ Website may require registration or subscription. If you choose to register or subscribe for any such Services, you agree to provide accurate and current information about yourself as required by the relevant registration or subscription process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree that you will not attempt to use the Services under the name of another person or entity. You agree to promptly update any information necessary to ensure that your account is kept accurate, current and complete. You will be responsible for preserving the confidentiality of your account password and will notify us immediately of any known or suspected unauthorized use of your account, and agree to take any reasonable steps necessary to prevent any reoccurrence. You may be held responsible for any loss or damage incurred by us or any other user or visitor to an EnsembleIQ Website due to another party using your account. If you ever decide to delete your account, you may do so by contacting EnsembleIQ at the contact information specified in Section 20.
Some aspects of the EnsembleIQ Websites or Services may not be available to you unless the applicable personal computer, gaming device, tablet device, mobile device or other digital device (each, a “Digital Device”) you use to access the EnsembleIQ Websites or Services and your Internet connection satisfy our minimum technical requirements. We may change these requirements from time to time at our sole discretion. Unless we specify otherwise, you are solely responsible for updating or maintaining your Digital Device and internet connection as necessary to meet these requirements. You are responsible for any data/roaming usage and charges you incur to access the Service through an internet connection.
5. OWNERSHIP AND COPYRIGHT
The EnsembleIQ Websites and all text, information, images, audio, video and other material posted on the EnsembleIQ Websites (“Content”) is protected by copyright, trademark and other applicable intellectual property and proprietary rights laws, and is owned, controlled, and/or licensed by EnsembleIQ and/or its affiliates, licensors and related companies. All Content posted on the EnsembleIQ Websites remains the valuable intellectual property of its owner(s) and you agree to abide by all copyright notices, information and restrictions contained in or displayed with any Content.
Except for the limited rights explicitly granted to you under these Terms, all right, title, interest and intellectual property rights in and to: (i) the Services and any EnsembleIQ Websites and each component thereof; and (ii) any Content available through the Services and any EnsembleIQ Website, are the property of their respective owners and are protected by applicable trademark, copyright and/or other intellectual property laws and treaties. You do not acquire any ownership rights in the Content as a result of accessing it. You agree to abide by all copyright notices, information and restrictions contained in or displayed with the Content. These Terms do not grant you any license or other rights in connection with any trademarks or logos appearing on any EnsembleIQ Website. You may not use any trademark or service mark appearing on any EnsembleIQ Website without the prior written consent of the rightful owner.
6. CONTENT USAGE RESTRICTIONS
The Services and the Content are for your personal use. You may not reproduce, duplicate, copy, translate, broadcast, publicly display, sell, transmit, retransmit, license, sub-license, publish or modify any of the Services or the Content without the prior written consent of the owner. Unless otherwise permitted through an EnsembleIQ Website, you may not distribute copies of Content or materials found on an EnsembleIQ Website in any form (including by email or other electronic means), without the prior written consent of the owner.
7. LINKING AND FRAMING
We welcome links to the homepage of an EnsembleIQ Website. You may only establish a hypertext link to the homepage of a EnsembleIQ Website if: (i) the link does not state or imply any affiliation, connection, sponsorship, or approval of your site by EnsembleIQ or create the false appearance that an entity is associated with or sponsored by us, and (ii) the appearance, position and other aspects of the link does not damage or dilute the goodwill associated with us or our trademarks. We do not permit framing or inline linking to an EnsembleIQ Website or any portion of it.
8. OTHER CONTENTS AND LINKS
You acknowledge that despite the prohibitions contained above, Content posted on EnsembleIQ Websites by other users may potentially contain inaccurate, inappropriate, offensive or sexually explicit material, products or services and links to other sites. We do not have control over Content provided by third parties and assume no responsibility for such Content. Content you access, transmit or download using the EnsembleIQ Websites is accessed, transmitted and downloaded at your own risk. EnsembleIQ is not responsible for, and cannot guarantee the performance of, any products and services provided by any advertisers or others to whose sites we link. Unless otherwise indicated, those sites have been independently developed by third parties. A link to another site is not an endorsement of that site (nor of any product, service or other material offered on that site) by EnsembleIQ or its content providers or licensors. Any dealings you have with advertisers found while using the Services are between you and the advertiser. You acknowledge and agree that EnsembleIQ is not responsible or liable to you for any content or other materials hosted and served from any site other than an EnsembleIQ Website.
9. SUBMISSIONS AND POSTINGS
For any content that you upload, post, transmit, distribute or otherwise make available for inclusion on an EnsembleIQ Website (your “Contributions”), you must be, or have first obtained permission from, the rightful owner of Contributions that you post. You acknowledge and agree that you are solely responsible for any Contributions you make and any of your Contributions will be treated as non-confidential and non-proprietary. By submitting your Contributions, you represent and warrant that: (i) you own those Contributions or otherwise have the right to grant, and do grant, to EnsembleIQ the world-wide, royalty-free, non-exclusive, perpetual, irrevocable, fully sub-licensable and transferable license to use, distribute, reproduce, modify, compress, adapt, publish, translate, communicate, publicly perform and publicly display your Contributions, and to incorporate them into other works in any format or medium now known or later developed, without any further compensation to the author; and (ii) you waive all moral rights in those Contributions. We have the right, but not the obligation, to monitor or investigate any of your Contributions posted to a site. We may also access or preserve your Contributions to comply with legal process, operate the Service, ensure compliance with these Terms or any policies, or protect ourselves, our customers or the public. We may, without notice or liability, move, remove, edit, delete or refuse to post any of your Contributions, in whole or in part, that we decide in our sole discretion is unacceptable, undesirable or in violation of any law. EnsembleIQ will not be liable to you for our deletion of any of your Contributions.
10. SUBSCRIPTION CONTENT
Certain Services are only available to users or members of an EnsembleIQ Website who have agreed to pay to use the Services on a paid membership or subscription basis in order to access certain Content (“Subscription Content”). The following terms apply to Subscription Content:
a. Pricing. All prices listed on an EnsembleIQ Website for the Services are in either U.S. or Canadian dollars, as indicated. Prices and availability of Subscription Content are subject to change at any time.
b. Agreement to Pay. You agree to pay for all Subscription Content subscribed through your account. Payment must be made using a valid and accepted credit card. You authorize us to charge the credit card that you provide to us the amount representing the price of the Subscription Content that you ordered (plus applicable taxes), which may be a single payment or, if and when available, on a monthly basis, as indicated when you subscribe. If you have pre-authorized payments of Subscription Content on your credit card, you agree to promptly update any information necessary to ensure that the payments are processed and acknowledge that you may not be able to access the Subscription Content if you fail to do so. If your Subscription Content includes a free trial, then you acknowledge that your credit card will be authorized for up to the amount representing the price of the Subscription Content during the free trial, however, your credit card will not be charged until after the end of the free trial. In the event of a credit card chargeback, the Subscription Content will not be accessible until resolution of the chargeback and there will be no refund for the period that your Subscription Content is inaccessible.
c. Additional Terms. Additional terms and conditions applicable to Subscription Content (“Subscription Terms”), including, without limitation, the length of the subscription period and any automatic renewals, will be presented to you prior to subscribing. If you subscribe to Subscription Content, then any applicable Subscription Terms will form part of our agreement with you.
d. Automatic Renewals. Please note that, unless otherwise specified in the Subscription Terms, Subscription Content renews automatically at the end of your subscription period. Unless you notify us in writing at least thirty (30) days prior to expiration of your current Subscription that you wish to cancel any automatically renewing Subscription Content, you understand your subscription will automatically renew and you authorize us (without further notice to you) to charge the renewal subscription price (plus applicable taxes) to your credit card.
e. Refunds. All Subscription Content sales are final: there are no refunds, exchanges or credits for any reason.
f. Multiple users. You agree that your access to Subscription Content may be restricted to access on a single distinct device at one time, and we reserve the right to force a log off for your account in the event we determine at any time, in our sole discretion, that your account has been simultaneously logged into on more than one distinct device simultaneously. You agree that you are solely responsible for any fees, overages, penalties or other costs charged to you by any third party internet, cellular or other communications/data provider.
11. PROHIBITED ACTIVITIES
Your use of any EnsembleIQ Website, the Service, the Content and any of your Contributions to an EnsembleIQ Website must comply with these Terms and all applicable laws.
12. RESPONSIBILITY FOR MINORS
If you have authorized a minor to use an EnsembleIQ Website or the Services, then you agree to be fully responsible for: (i) controlling the minor’s access to and use of that EnsembleIQ Website or the Services; and (ii) the consequences of any misuse by the minor. You acknowledge that some of the areas of an EnsembleIQ Website and some of the Content may include material that is inappropriate for minors.
13. SUSPENSION AND TERMINATION
a. By EnsembleIQ. EnsembleIQ may at any time, without notice to you, restrict, block, suspend or terminate any or all of your use of an EnsembleIQ Website (or any portion thereof), the Services or your account if you fail to comply in full with any of these Terms or any other terms, agreements, or policies that apply to an EnsembleIQ Website and the use of it. Any termination will not relieve you of any obligation to pay fees accrued prior to termination.
b. Of the Service. Subject to subsection 13(c) below, EnsembleIQ may at any time, without notice or liability, refund, suspend or discontinue some or all of the Services (or any portion of it).
c. Subscription Content. EnsembleIQ may discontinue any Subscription Content that you subscribe to upon no less than 30 days’ (if you are a resident of Québec, 60 days’) advance written notice to you. Unless otherwise set out in any applicable Subscription Terms, you may terminate your recurring subscription to Subscription Content at any time by notifying us at the email address specified at Section 20. That termination (including your loss of access to the terminated Subscription Content) will be effective as of the date you call us or a future date that you request (if applicable), whichever is later. Not applicable to residents of Québec: You will not be refunded for the portion of any subscription period not completed as of the termination date.
To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless EnsembleIQ and its affiliates, licensors, suppliers and agents (and each of their respective directors, officers, employees, shareholders and representatives) (collectively, “EnsembleIQ Parties”) from and against all claims, liability, losses, actions, proceedings, suits, damages, settlements, penalties, fines, costs and expenses, including all reasonable legal fees and other litigation expenses, arising out of: (i) your breach of any provision of these Terms or any applicable Subscription Terms; (ii) your use or misuse of an EnsembleIQ Website or the Content and the placement or transmission of your Contributions on a EnsembleIQ Website made by you or others using your account; or (iii) any violation, alleged violation or misappropriation of any intellectual property right or non-proprietary right of a third party. EnsembleIQ may, in its sole discretion and at its own expense, assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will co-operate as fully as reasonably required in the defense of any claim. Your indemnification shall survive any termination of your right to use an EnsembleIQ Website and the Services.
15. NO WARRANTIES
All EnsembleIQ Websites, the Services and all Content, material, information or postings found on or accessed through an EnsembleIQ Website, are provided on an “as is” basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENSEMBLEIQ PARTIES EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL REPRESENTATIONS AND WARRANTIES OF TITLE AND NON-INFRINGEMENT, AND ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, SUITABILITY FOR ANY PARTICULAR PURPOSE, AND ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, FOR A ENSEMBLEIQ WEBSITE, THE SERVICES OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH A ENSEMBLEIQ WEBSITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE ENSEMBLEIQ PARTIES MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO THE PERFORMANCE, AVAILABILITY, ACCURACY, TIMELINESS, RELIABILITY, SECURE OPERATION, TRUTHFULNESS OR COMPLETENESS OF A ENSEMBLEIQ WEBSITE, THE SERVICES OR THE CONTENT CONTAINED IN OR ACCESSED THROUGH A ENSEMBLEIQ WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENTS, TRANSMISSION OR DELIVERY OF ANY CONTENT, INFORMATION, MATERIAL, OR POSTING FOUND ON A ENSEMBLEIQ WEBSITE, ANY SERVICES PROVIDED THROUGH A ENSEMBLEIQ WEBSITE (INCLUDING THE SERVICES), OR ANY LINKS TO OTHER SITES MADE AVAILABLE ON A ENSEMBLEIQ WEBSITE OR THE CONTENT CONTAINED ON THOSE SITE(S), OR, FOR SOFTWARE, THE OPERATION OF THE SOFTWARE OR ANY FEATURE OF THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE ENSEMBLEIQ PARTIES MAKES ANY REPRESENTATIONS OR WARRANTIES THAT AN ENSEMBLEIQ WEBSITE OR ACCESS TO AND USE OF AN ENSEMBLEIQ WEBSITE WILL BE CONTINUOUS, ACCURATE, UNINTERRUPTED, ERROR-FREE, OR FREE FROM DEFECTS, VIRUSES OR OTHER HARMFUL CODES OR COMPONENTS. FOR SOFTWARE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, ARE EXCLUDED INCLUDING ANY RELATED TO COMPLETENESS OF RESPONSE, RESULTS AND WORKMANLIKE EFFORT FOR THE SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF AN ENSEMBLEIQ WEBSITE AND THE SERVICES ARE AT YOUR SOLE RISK.
16. PROFESSIONAL INFORMATION DISCLAIMER
The EnsembleIQ Websites may make available certain information provided by us or third parties related to various professional fields such as, without limitation, law, accounting, financial planning, pharmaceuticals, medicine and other health and fitness related matters (“Professional Information”). The Professional Information available on the EnsembleIQ Websites is: (a) for information purposes only and not intended as advice; (b) not to be used or construed as an offer to sell, a solicitation of an offer to buy, or an endorsement, recommendation, or sponsorship of any entity or security by EnsembleIQ or its affiliates; and (c) not necessarily reflective of the views or policies of EnsembleIQ and its affiliates, licensors and related companies, and each of their respective directors, officers, employees, consultants and agents. The Professional Information on the EnsembleIQ Websites is not guaranteed and no representations or warranties can be made as to the accuracy or completeness of the information provided as part of the EnsembleIQ Websites. We try to ensure that the information posted on the EnsembleIQ Websites is correct and up-to-date. We reserve the right to change or make corrections to any of the information provided on the EnsembleIQ Websites at any time and without any prior warning. The Professional Information provided should not be interpreted as professional advice and does not replace the opinion of a qualified professional. You expressly agree that your use of, or reliance on, any Professional Information is at your sole risk. You further agree that EnsembleIQ and its affiliates will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any Professional Information.
17. THIRD PARTY MERCHANDISE AND/OR PRODUCTS
a. We may receive a commission, fee, and/or other compensation on some purchases made on, through, or linked from an EnsembleIQ Website or Service.
b. Images available on or through an EnsembleIQ Website or Service, including without limitation Content, of third-party merchandise and/or products, may not accurately capture the actual appearance, color, look and feel, specifications, features, or functionality of such merchandise or products.
c. The EnsembleIQ Parties make no representations, warranties, or guarantees with respect to any of the third party merchandise and/or products, featured, mentioned, described, distributed, sold, or otherwise available on or through a EnsembleIQ Website or Service, including without limitation Content. All transactions for merchandise and/or products shall be between the user and the third party seller, distributor, or manufacturer without any involvement of EnsembleIQ. These third parties may require that you agree to their additional terms, conditions, contracts, agreements, and/or rules.
d. Nothing on the EnsembleIQ Websites or Services, including without limitation Content, constitutes a binding offer to sell or distribute any third-party merchandise and/or products. If you purchase or order third-party merchandise and/or products, through a EnsembleIQ Website or the Services, note that the EnsembleIQ Parties have no control over, or assume responsibility for, the quality, quantity, size, character, fitness for a particular purpose, specifications, features, functionality, safety, or legality of such merchandise and/or products, the truth or accuracy of the listings, or the ability of the sellers to sell, ship, or otherwise provide such merchandise and/or products.
e. You agree that the EnsembleIQ Parties are not responsible, and shall have no liability to you, with respect to merchandise and/or products, featured, mentioned, described, distributed, sold, or otherwise available on or through an EnsembleIQ Website or Service, including without limitation Content.
18. LIMITATIONS OF LIABILITY
a. Not applicable to residents of Québec: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION, NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION AND FUNDAMENTAL BREACH, SHALL ANY OF THE ENSEMBLEIQ PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR: I. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, ECONOMIC OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFIT OR REVENUE, FINANCIAL LOSS, LOSS OF BUSINESS OPPORTUNITIES, LOSS, DESTRUCTION, INTERCEPTION, MISDELIVERY OR ALTERATION OF DATA, FILES, SOFTWARE OR OTHER INFORMATION, BREACH OF PRIVACY OR SECURITY, PROPERTY DAMAGE, PERSONAL INJURY, DEATH OR ANY OTHER FORESEEABLE OR UNFORESEEABLE LOSS, HOWEVER CAUSED) OR ANY LOSS THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, AN ENSEMBLEIQ WEBSITE, THE SERVICES OR ANY CONTENT, INFORMATION, MATERIAL, OR POSTINGS ON A ENSEMBLEIQ WEBSITE (INCLUDING, WITHOUT LIMITATION, YOUR CONTRIBUTIONS), DIRECTLY OR INDIRECTLY, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION OVER THE INTERNET. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NONE OF THE ENSEMBLEIQ PARTIES SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU; AND II. ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES OR COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL FEES AND OTHER LITIGATION EXPENSES) RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, ANY CLAIM THAT THE USE OR INTENDED USE OF ANY DOWNLOADABLE CONTENT INFRINGES THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY, OR OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY RIGHTS OR CONTRACTUAL RIGHTS OF ANY THIRD PARTY. THESE LIMITS APPLY TO ANY ACT OR OMISSION OF ANY OF THE ENSEMBLEIQ PARTIES, WHETHER OR NOT THOSE ACTS OR OMISSIONS WOULD OTHERWISE GIVE RISE TO CLAIMS OR CAUSES OF ACTION IN CONTRACT, TORT, PURSUANT TO STATUTE OR PURSUANT TO ANY OTHER DOCTRINE OF LAW.
b. Applicable only to residents of Québec: EXCEPT FOR DAMAGES RESULTING FROM A ENSEMBLEIQ PARTY’S OWN ACT, THE ENSEMBLEIQ PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR: I. ANY DAMAGES (INCLUDING LOSS OF PROFIT OR REVENUE, FINANCIAL LOSS, LOSS OF BUSINESS OPPORTUNITIES, LOSS, DESTRUCTION, INTERCEPTION, MISDELIVERY OR ALTERATION OF DATA, FILES, SOFTWARE OR OTHER INFORMATION, BREACH OF PRIVACY OR SECURITY OR PROPERTY DAMAGE) OR ANY LOSS THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, A ENSEMBLEIQ WEBSITE, THE SERVICES OR ANY CONTENT, INFORMATION, MATERIAL, OR POSTINGS ON A ENSEMBLEIQ WEBSITE (INCLUDING, WITHOUT LIMITATION, YOUR CONTRIBUTIONS), DIRECTLY OR INDIRECTLY, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION OVER THE INTERNET. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NONE OF THE ENSEMBLEIQ PARTIES SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU; AND II. ANY LOSSES, CLAIMS, DAMAGES, EXPENSES, LIABILITIES OR COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL FEES AND OTHER LITIGATION EXPENSES) RESULTING DIRECTLY OR INDIRECTLY OUT OF, OR OTHERWISE ARISING IN CONNECTION WITH, ANY CLAIM THAT THE USE OR INTENDED USE OF ANY DOWNLOADABLE CONTENT INFRINGES THE COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, CONFIDENTIALITY, PRIVACY, OR OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY RIGHTS OR CONTRACTUAL RIGHTS OF ANY THIRD PARTY.
19. OTHER IMPORTANT TERMS
These Terms are governed exclusively by the laws of the State of Illinois, USA, without giving effect to its conflict of laws principles, and you agree to submit to the personal and exclusive jurisdiction of the state and federal courts located in Cook County, Illinois USA for any claim or dispute with us or any of our subsidiaries, affiliates, officers, agents, or employees arising out of the Terms. These Terms, as amended from time to time, any applicable Subscription Terms, any other documents referenced herein and any rules, policies, guidelines or other agreements posted on an EnsembleIQ Website by EnsembleIQ constitute the entire agreement between EnsembleIQ and you for your use of an EnsembleIQ Website and the Services. Either party’s failure to insist upon or enforce strict performance of any provision of these Terms does not mean that party has waived any provision or right in these Terms. No waiver by either EnsembleIQ or you of any breach or default under these Terms shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provisions contained in these Terms are determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction, that determination will not affect the remaining provisions. If any portion of these Terms is unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect EnsembleIQ’ original intentions and the remainder of the provisions shall remain in full force and effect. Neither the course of conduct between you and EnsembleIQ nor trade practice shall act to modify any provision of these Terms. These Terms inure to the benefit of and are binding on you, your heirs and your legal personal representatives and on your and EnsembleIQ’ respective successors and permitted assigns. You may not assign or transfer these Terms without our prior written consent. We may assign or transfer these Terms or any of our rights or obligations under these Terms without your consent. The provisions of Sections 13-19 shall survive termination of the Service. The section titles in the Terms are for convenience only and have no substantive effect. If you are dissatisfied with an EnsembleIQ Website or with these Terms, then your sole remedy is to stop using EnsembleIQ Websites. These Terms have been drawn up in the English language at the express request of the parties. Les présentes modalités ont été rédigées en anglais à la demande expresse des parties.
20. COMMUNICATIONS, CONTACT AND NOTICES
You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
To contact EnsembleIQ in connection with these Terms or the EnsembleIQ Websites, you may send an e-mail to [email protected] call us at 224-632-8200, or write to:
EnsembleIQ Client Services
Attn.: Terms and Conditions of Service
8550 W. Bryn Mawr Ave.
Chicago, IL 60631
Ph: +1 773-992-4450
Fax: +1 773-992-4455