This version in effect since December 1, 2007
WELCOME TO ONPATH.COM. PLEASE READ THIS AGREEMENT CAREFULLY AS IT GOVERNS YOUR USE OF THE ONPATH.COM WEBSITE. IT EXEMPTS ONPATH AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY, AND CONTAINS OTHER IMPORTANT PROVISIONS THAT YOU SHOULD READ.
YOUR ACCEPTANCE OF THIS AGREEMENT
This is an Agreement between you and all persons you represent (and for purposes of this Agreement, "person" includes natural persons and any type of incorporated or unincorporated entity) and OnPath Business Solutions ("OnPath") regarding your access to and use of the onpath.com website and all content, information, products and services available on or through the website (collectively, this "website"). This Agreement also provides benefits to OnPath affiliates, service providers, suppliers, and other persons.
Each time you use this website you signify your acceptance and agreement, and the acceptance and agreement of any person you purport to represent, to be bound by this Agreement as it then reads, and you represent and warrant that you have the legal authority to agree to and accept this Agreement on behalf of yourself and any person you purport to represent. If you do not agree with each provision of this Agreement, or you are not authorized to agree to and accept this Agreement on behalf of the person you purport to represent, you may not access or use this website. This Agreement is in addition to any other agreement you may have with OnPath, including a transaction agreement.
OWNERSHIP AND PERMITTED USE OF THE WEBSITE
This website (including all content, page headers, custom graphics, button icons, scripts and the presentation, arrangement, coordination, enhancement and selection of such and other information in text, graphical, forms, images, icons, designs, applications, data, and other elements available on or through this website) is the property of OnPath, and is protected by Canadian and international copyright, trademark and other laws. Your use of this website does not transfer to you any ownership or other rights in this website or its content. This website is made available to you for your lawful, personal use only. You may use this website only in the manner described expressly in this Agreement and subject to all applicable laws. Using this website for any other purpose or in any other manner is strictly prohibited.
You may print website pages provided that you do not modify any of the pages and you do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers. This website and its contents may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, without the express prior written consent of OnPath. You may not sell or resell any part of this website or access to the website. You may not use any of the charts that are used in the operation or provision of this website except while you are using the website in accordance with this Agreement.
MISPRINTS AND ERRORS, PRODUCT AVAILABILITY AND PRICES
OnPath endeavors to provide current and accurate information on this website. However, misprints, errors, inaccuracies, omissions (including incorrect descriptions, prices, or product comparison charts) or other errors may sometimes occur. OnPath cannot guarantee that the products and services advertised on this website will always be available. OnPath does not warrant that the content of this website including, without limitation, product descriptions or photographs, is accurate or complete.
OnPath reserves the right to: (a) correct any error, inaccuracy or omission at any time without prior notice or liability to you or any other person; (b) change at any time the products and services advertised or made available for sale on this website, the prices, fees, charges and specifications of such products and services, any promotional offers and any other website content without any notice or liability to you or any other person; (c) reject, correct, cancel or terminate any order, including accepted orders for any reason and (d) limit quantities available for sale or sold. The advertisements on this website are invitations to you to make offers to purchase products and services on the website and are not offers to sell. All prices and other amounts appearing on the website are quoted in either US or Canadian dollars.
OnPath and other names and logos appearing on or in connection with this website (the "Marks") are registered or unregistered trademarks, service marks, trade names and logos owned or licensed by OnPath or their respective owners or licensees. Any use of the Marks, except as expressly provided in this Agreement, is strictly prohibited. Nothing appearing on this website or elsewhere shall be construed as granting, by implication, or otherwise, any license or right to use any of the Marks.
NO LINKING, FRAMING, MIRRORING, SCRAPING OR DATA-MINING
Links to this website without the express written permission of OnPath is strictly prohibited. To request permission to link to this website, please send an email to email@example.com. OnPath may in its discretion cancel and revoke any permission it may give to link to this website at any time and without any notice or liability. The framing, mirroring, scraping or data-mining of this website or any of the contents in any form and by any means is strictly prohibited. You may not use any collaborative browsing or display technologies in connection with your use of the website or to post comments, communications, or any other data of any kind to or on the website with the intention that such postings may be viewed by other users of the website.
LOGIN NAMES, USER ID AND PASSWORDS
Certain areas and features of the website are accessible only to users who have been issued a login name or user ID and password (collectively "Codes") by OnPath. For the purposes of accessing this website, the Codes remain the property of OnPath and may be cancelled or suspended at any time by OnPath in its discretion without any notice or liability to you or any other person.
OnPath is not under any obligation to verify the actual identity or authority of any person using Codes to access and use the website. OnPath may act upon any communication that is given with the use of Codes. OnPath may in its discretion at any time require proof of the identity of any person seeking to access and use the website, and may deny access to and use of the website or parts of it or refuse to accept or act upon any communication if OnPath is not satisfied with such proof.
If you have been issued Codes: (a) you are fully responsible and liable for the security of the Codes and any and all use and misuse of the Codes; (b) you will keep the Codes secure and confidential at all times and not disclose the Codes to any other person or permit any other person to use the Codes; (c) you will ensure that all uses of the Codes comply with this Agreement; (d) once you have logged-on to the website using the Codes, you will not leave the computer terminal used to access the website unless and until you have terminated the session and logged-off the website; and (e) you will immediately notify OnPath by email to firstname.lastname@example.org if you know or suspect that any Codes have been lost or stolen or become known to or used by any other person.
In order to avoid potential misunderstandings or disputes, OnPath does not accept or consider unsolicited ideas or suggestions ("Submissions"). If you send Submissions to OnPath or the website, you automatically grant (or warrant that the owner of the Submissions grants) to OnPath and its successors, assigns and licensees a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use and exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing any attribution or compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of OnPath or its successors, assigns and licensees, and you agree, represent and warrant that all moral rights in the Submissions are waived in favor of OnPath and its successors, assigns and licensees.
All information you provide through this website, including registration information (name, billing address, shipping address, telephone number and email address), and transaction-related information, must be true, accurate, current and complete. OnPath will rely on the information you provide. You will be solely responsible and liable for any and all loss, damage, and additional costs that you, OnPath or any other person may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration information and payment information within 30 days of any change.
PERSONAL INFORMATION PRIVACY
DISCLAIMERS, LIABILITY EXCLUSIONS/LIMITATIONS AND INDEMNITY
YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF OR RELATING TO ACCURACY, ACCESSIBILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, PERFORMANCE OR DURABILITY, ALL OF WHICH ARE DISCLAIMED BY ONPATH TO THE FULLEST EXTENT PERMITTED BY LAW.
- LIABILITY EXCLUSIONS
ONPATH AND ITS PROVIDERS WILL NEVER BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE OR THIS AGREEMENT INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION OR GOODWILL, ANTICIPATED OR OTHERWISE, OR ECONOMIC LOSS, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY ONPATH OR ANY PERSON FOR WHOM ONPATH IS RESPONSIBLE, AND EVEN IF ONPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED.
- ACKNOWLEDGEMENT AND EXCLUSION BY STATUTE IN CERTAIN JURISDICTIONS
THE EXCLUSION OF CERTAIN WARRANTIES AND THE LIMITATION OF CERTAIN LIABILITIES IS PROHIBITED IN SOME JURISDICTIONS. THESE STATUTORY PROHIBITIONS MAY APPLY TO YOU.
For your convenience, this website may include links or references to other Internet sites or resources and businesses operated by other persons (collectively "Other Sites"). Other Sites are independent from OnPath, and OnPath has no responsibility or liability for or control over Other Sites, their business, goods, services, or content. OnPath does not sponsor or endorse Other Sites or their business, goods, services, or content, unless expressly indicated in writing. Your use of Other Sites and your dealings with the owners or operators of Other Sites is at your own risk, and you will not make any claim against OnPath arising from, connected with, or relating to your use of Other Sites or your dealings with the owners or operators of Other Sites. As between you and OnPath, this Agreement, with all necessary modifications, applies to your access and use of any Other Sites and their business, goods, services and content.
Notwithstanding any other provision of this Agreement, OnPath may in its discretion change, discontinue, modify, restrict, suspend or terminate this website or any part of it without any notice or liability to you or any other person. OnPath may in its discretion and convenience at any time immediately terminate, temporarily or permanently, this Agreement or your permission to access and use the website without any notice or liability to you or any other person.
If this Agreement or your permission to access or use all or any part of the website is terminated for any reason, then this Agreement and all other then existing agreements between you and OnPath will continue to apply and be binding upon you regarding your prior access to and use of this website, and anything connected with, relating to or arising there from.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement, your access to and use of this website, and all related matters are governed solely by the laws of Ontario, Canada and applicable federal laws of Canada. Any dispute between you and OnPath or any other person arising from, connected with or relating to this website, this Agreement, or any related matters (collectively "Disputes") will be resolved before the Courts of Ontario, sitting in the City of Ottawa, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of all Disputes.
Without limiting the foregoing, you irrevocably and unconditionally: (a) agree that any suit, action, or other legal proceeding arising out of your use of this website including any transaction conducted on or through this website must be brought in a court of record of the Province of Ontario in the City of Ottawa; (b) consent to the jurisdiction of the courts of Ontario in any such suit, action, or proceeding; (c) waive any objection which you may have to the laying of the venue of any such suit, action or proceeding in any of such courts; and (d) waive any right that you may have to assert the defense of forum non-convenience in any such suit, action or proceeding. OnPath makes no representation that materials or services at this website are appropriate or available for use outside Canada, and access to them from territories where their contents are illegal is prohibited. You may not use or export or re-export the materials or services at this website or any copy or adaptation in violation of any applicable laws or regulations. If you choose to access this website from outside Canada, you do so at your own initiative and are responsible for compliance with any local laws may be eventually applicable
If any provision of this Agreement is held to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from this Agreement and the remaining provisions will continue in full force and effect. This Agreement ensures to the benefit of and is binding upon each of OnPath and its successors, assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns and personal representatives. You may not assign this Agreement or the rights and obligations under this Agreement. OnPath may assign this Agreement and its rights and obligations under this Agreement without your consent. No consent or waiver by any party to or of any breach or default by any other party in its performance of its obligations under this Agreement will be: (a) deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party; or (b) effective unless in writing and signed by all parties.
The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language.
CHANGES TO THIS AGREEMENT
OnPath may, in its sole discretion, change this Agreement from time to time as it relates to future use of this website, by posting a revised Agreement on the website. By using this website after this revised Agreement has been posted, you signify your acceptance and agreement to be bound by the revised Agreement. You may not change this Agreement in any manner.
Any rights not expressly granted by this Agreement are reserved to OnPath Business Solutions.