Thank you for joining and participating in the GRAFE.today community.
GRAFE.today is provided by SMART Technologies ULC ("SMART") of 3636 Research Road NW, Calgary AB, Canada, T2L 1Y3 ("we" or "us") based on technology provided by Chaordix, Inc. of Suite 313, 1240 - 20th Avenue SE, Calgary, Alberta T2G 1M8, Canada ("Chaordix").
The following are terms of a legal agreement between you, us and Chaordix in partnership with SMART Technologies. By accessing, browsing, or using GRAFE.today, you acknowledge that you have read, understood, and agree to be bound by this Agreement and to comply with all applicable laws and regulations. If you do not agree to this Agreement, please do not use GRAFE.today.
We may, without notice to you, at any time revise this Agreement and any other information contained in GRAFE.today by updating this posting. We, or Chaordix, may also make improvements or changes in the products, services, or programs described in or offered on this site at any time without notice.
You must be 18 years of age or over to participate in GRAFE.today, and be able to form legally binding contracts under applicable law. You represent that you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in this Agreement.
1.1 During and subject to this Agreement, we grant you a limited, non-exclusive, non-sub-licensable, freely revocable license to access and use GRAFE.today solely to enable your participation in GRAFE.today.
1.2 The licence granted above depends upon your compliance with this Agreement and such other rules as, following written notice to you, we may impose from time to time upon your use of our services and of GRAFE.today. GRAFE.today and services (and any outputs thereof) provided by us to you and any copies thereof made by you are and shall remain our exclusive property.
1.3 Except for the rights specifically granted under this Agreement, you are not given any right, title or interest in or to GRAFE.today or the services (and any outputs thereof), and we expressly reserve all such rights, titles and interests. You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us and/or our licensors.
ACCEPTABLE USE AND CONDUCT
1.4 You are solely responsible for your conduct on GRAFE.today. You specifically agree you will not do anything on GRAFE.today that:
b. infringes, violates or misappropriates any third party's intellectual property rights or other proprietary rights or contractual rights;
b. is intended for spamming, "chain letters," "pyramid schemes", advertisement any type, or other advertising or marketing activities that violate this Agreement, any applicable laws, regulations or generally-accepted advertising industry guidelines, including to other users whether on or off GRAFE.today;
c. is misleading, deceptive or fraudulent, illegal or promotes illegal activities, such as engaging in phishing or otherwise obtaining financial or other personal information;
d. is libellous or defamatory, or is threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of another's privacy;
e. is hateful or discriminatory based on race, colour, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by GRAFE.today;
f. interferes with the proper working of GRAFE.today or prevents others from using GRAFE.today;
g. facilitates the unlawful distribution of copyrighted content; or
h. involves the use of misleading email or IP addresses, or forged headers or otherwise manipulated identifiers to disguise the origin of content transmitted through GRAFE.today or to users.
Additionally, you agree not to:
a. "stalk" or otherwise harass anyone;
b. collect, use or disclose data, including personal information, about other users without their consent or for unlawful purposes or in violation of applicable law or regulations;
c. impersonate a GRAFE.today employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity or GRAFE.today without authorisation;
d. request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Member of GRAFE.today, including GRAFE.today ID and passwords;
e. use any profanity or post any content that GRAFE.today determines constitutes pornography or is adult in nature;
f. use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from GRAFE.today - except for internet search engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply with our robots.txt file, or "well-behaved" web services/RSS/Atom clients. We reserve the right to define what we mean by "well-behaved";
g. post irrelevant content, repeatedly post the same or similar content or otherwise impose an unreasonable or disproportionately large load on GRAFE.today's infrastructure or systems;
h. attempt to gain unauthorised access to GRAFE.today's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, GRAFE.today; or
i. take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of GRAFE.today or for using it for purposes unrelated to GRAFE.today).
1.5 You agree not to authorise or encourage any third party to use GRAFE.today to facilitate any of the foregoing prohibited conduct. You also agree to immediately notify GRAFE.today in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement.
1.6 Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to:
a. run, rent, lease, loan, or sell access to GRAFE.today or GRAFE.today technology;
b. decompile or reverse engineer or attempt to access the source code of the software underlying GRAFE.today or GRAFE.today technology;
c. copy, archive, store, reproduce, rearrange, modify, adapt, download, upload, create derivate works from, display, perform, publish, distribute, redistribute or disseminate any GRAFE.today technology;
d. access GRAFE.today to build a product using similar ideas, features, functions, interface or graphics of GRAFE.today;
e. access (or attempt to access) any service on GRAFE.today by any means other than as permitted in this Agreement;
f. circumvent, disable or otherwise interfere with security-related features of GRAFE.today; or
g. delete the copyright and other proprietary rights notices on GRAFE.today.
OWNERSHIP OF CONTENT
2.1 You may voluntarily choose to, or GRAFE.today may invite you to submit feedback, information, data, text, software, messages, ideas, proposals, suggestions, responses, documents or other materials, including but not limited to reviews of GRAFE.today products and services (each, a "Submission"). You agree that you are solely responsible for all of your Submissions. Further, we do not guarantee that you will be able to edit or delete any Submission you have submitted.
2.2 By submitting any Submission, you represent and warrant that:
a. You own all rights in your Submissions (including, without limitation, all rights to the reproduction and display of your Submissions) or, alternatively, you have acquired all necessary rights in your Submissions to enable you to grant to us the rights in your Submissions as described in these Terms;
b. You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your Submissions;
c. Your Submissions do not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
d. You voluntarily agree to waive all "moral rights" or similar rights in any jurisdiction that you may have in your Submission;
e. Any information contained in your Submission is not known by you to be false, inaccurate, or misleading;
f. Your Submission does not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
g. Your Submission is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another's privacy;
h. Your Submission does not incorporate materials from a third-party website, or addresses, e-mail addresses, contact information, or phone numbers (other than your own);
i. Your Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
j. Your Submission does not contain any information that is confidential, proprietary, or personal to you or to any other person; and
k. Your Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
l. we are not under any obligation of confidentiality, express or implied, with respect to the Submission;
m. we shall be entitled, at our sole discretion, to use and disclose such Submission for any purpose, in any way, in any media worldwide;
n. we may have something similar to the Submission already under consideration or in development;
2.3 We retain all rights of ownership to all content created on and submitted to GRAFE.today. You hereby grant us a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right and licence to:
a. Use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
b. Use (and permit others to use) your Submission in any manner and for any purpose (including, without limitation, commercial purposes) that we deem appropriate in our sole discretion (including, without limitation, to incorporate your Submission or any modification thereto, in whole or in part, into any technology, product, or service);
c. disclose metrics regarding Submissions, or derived from Submissions, for advertising, marketing and business development purposes.
2.4 We may, but are not obligated to, pre-screen Submissions or monitor any area of GRAFE.today through which Submissions may be submitted. We are not required to host, display, or distribute any Submissions on or through GRAFE.today and may remove at any time or refuse any Submissions for any reason. We are not responsible for any loss, theft, or damage of any kind to any Submissions. Further, you agree that we may freely disclose your Submission to any third party without restriction on use or disclosure.
2.5 Without limiting the foregoing, we reserve the right to retain copies of all content for archival purposes after termination of this Agreement.
2.6 Additionally, you understand and agree that any content you create that is displayed on GRAFE.today may continue to appear on GRAFE.today, even after you have terminated your GRAFE.today account or terminated this Agreement, as portions of your content may have been incorporated into member profiles, RSS feeds or other features.
TRADEMARKS AND LEGAL NOTICES
3.1 GRAFE.today trademarks, logos, images, service marks, trade names and other distinctive branding features used on GRAFE.today are the trademarks of GRAFE.today and may not be used without permission. Other trademarks, logos, and trade names that may appear on GRAFE.today are the property of their respective owners.
OWNERSHIP OF TECHNOLOGY INTELLECTUAL PROPERTY
4.1 You agree that as between you, Chaordix and GRAFE.today, Chaordix owns all right, title and interest, including all intellectual property rights, in and to the technology on which GRAFE.today relies.
4.2 Additionally, GRAFE.today may display hyperlinks or any other form of link or redirection of your connection to other sites ("Third Party Sites"). These Third Party Sites are in no way integrated into GRAFE.today and the inclusion of any link does not imply GRAFE.today's affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. GRAFE.today expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to, by, or through GRAFE.today. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK
4.3 All links to this website must be approved in writing by us, except that we consent to links in which the link and the pages that are activated by the link do not:
a. create frames around any page on this website or use other techniques that alter in any way the visual presentation or appearance of any content within this site;
b. misrepresent your relationship with us or Chaordix;
c. imply that we, or Chaordix, approve or endorse you, your website, or your service or product offerings; and
d. present false or misleading impressions about us or Chaordix or otherwise damage the goodwill associated with our or Chaordix's names or trademarks. As a further condition to being permitted to link to this site, you agree that we, or Chaordix, may at any time, in our/its sole discretion, terminate permission to link to this website. In such event, you agree to immediately remove all links to this website and to cease using any of our or Chaordix's trademarks.
REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to GRAFE.today that you will comply with all applicable laws, rules, and regulations in connection with your use of GRAFE.today including your promotional or other activities off GRAFE.today that relate to your participation in GRAFE.today.
COMMUNITY NAME'S RELATIONSHIP WITH USERS
You acknowledge that GRAFE.today may terminate your account and remove your GRAFE.today account in accordance with this Agreement.
MEMBER DATA PRIVACY AND COOKIES
6.1 You agree to provide accurate information, and keep the information current. You agree to keep your login name and password confidential, and not give it to anyone else. You agree not to log in using someone else's credentials. You agree to contact us if you think your account has been accessed without your approval or if you believe your login name and password have been stolen. GRAFE.today reserves the right to log off or deactivate Member accounts that are inactive for an extended period of time.
6.2 GRAFE.today will not be liable for any loss that you may incur as a result of someone else using your GRAFE.today ID or password, either with or without your knowledge. However, you may be held liable for losses incurred by GRAFE.today or another party due to someone else using your GRAFE.today ID, or password. In other words, please be careful with your identity and passwords.
7.1 Information on GRAFE.today is not promised or guaranteed to be correct, current, or complete, and this site may contain technical inaccuracies or typographical errors. Neither we nor Chaordix in partnership with SMART Technologies assume responsibility (and therefore expressly disclaim responsibility) for updating this site to keep information current or to ensure the accuracy or completeness of any posted information. Accordingly, you should confirm the accuracy and completeness of all posted information before making any decision related to any services, products, or other matters described in this site.
7.2 Neither we nor Chaordix in partnership with SMART Technologies provide any assurances that any reported problems will be resolved, even if we or Chaordix elect to provide information with the goal of addressing a problem.
DISCLAIMER OF WARRANTIES
8.1 USE OF GRAFE.TODAY IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, AND SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. COMPANY NAME AND CHAORDIX IN PARTNERSHIP WITH SMART TECHNOLOGIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, WE AND CHAORDIX IN PARTNERSHIP WITH SMART TECHNOLOGIES MAKE NO WARRANTY OR GUARANTEE THAT THIS WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
8.2 THE DOWNLOADING OR OBTAINING OF ANY MATERIAL FROM OR THROUGH GRAFE.TODAY IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY:
a. LOSS OF DATA; AND
b. DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE,
THAT RESULTS FROM THE SAME.
8.3 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GRAFE.TODAY NAME MEMBERS, SMART TECHNOLOGIES OR CHAORDIX IN PARTNERSHIP WITH COMPANY NAME OR THEIR RESPECTIVE SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, OR THROUGH OR FROM COMMUNITY NAME SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
9.1 You agree to indemnify, defend, and hold harmless SMART and Chaordix in partnership with SMART, and their successors, subsidiaries, affiliates, co-branders, contractors, employees, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys' fees) arising out of or relating to:
a. Your use or misuse of, or connection to, GRAFE.today;
b. Your breach or alleged breach of this Agreement;
c. Your violation of any rights (including intellectual property rights) of a third party;
e. Your breach or alleged breach of any agreement or policy between you and other users.
9.2 GRAFE.today reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of GRAFE.today. GRAFE.today will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
LIMITATION OF LIABILITY
10.1 Nothing in this Agreement shall limit or exclude any party's liability for:
a. fraud or fraudulent misrepresentation; or
b. death or personal injury caused by its or their negligence, or the negligence of its or their employees, agents or subcontractors (as applicable);
c. any matter in respect of which it would be unlawful for it or them to exclude or restrict liability.
10.2 Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We and Chaordix in partnership with SMART therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents. The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, Chaordix in partnership with SMART, other members of our and their group of companies and third parties connected to us and Chaordix hereby expressly exclude:
a. all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity; and
b. any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including:
i. loss of income or revenue;
ii. loss of business;
iii. loss of profits or contracts;
iv. loss of anticipated savings;
v. loss of data;
vi. loss of goodwill; and
vii. wasted management or office time,
in each case whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
10.3 Subject to clauses 13.1 and 13.2, each of our and Chaordix's (in partnership with SMART) total liability to you in respect of all other losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of:
a. $100; and
b. the total amounts paid to SMART by you in the twelve months immediately preceding the initial notice of any claim.
10.4 Additional or different terms, conditions, and notices may apply to specific materials, information, products, software, and services offered through GRAFE.today. In the event of any conflict, such additional or different terms, conditions, and notices will prevail over this Agreement. Please see the applicable agreement or notice.
CHANGES TO COMMUNITY NAME
GRAFE.today reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing GRAFE.today or any part thereof with or without notice. GRAFE.today will not be liable to you or to any third party for any modification, suspension or discontinuance of GRAFE.today.
Neither SMART nor Chaordix in partnership with SMART want to receive confidential or proprietary information from you through GRAFE.today.
You agree that we are free to use any ideas, concepts, know-how, or techniques that you send to us for any purpose. However, we will not release your name or otherwise publicise the fact that you submitted materials or other information to us unless:
a. we obtain your permission to use your name;
b. we first notify you that the materials or other information you submit to a particular part of this site will be published or otherwise used with your name on it; or
c. we are required to do so by law.
We may amend, modify, change, add or remove portions of this Agreement or any related guidelines or policies at any time without notice to you by posting a revised version on GRAFE.today. The revised version will be effective at the time we post it. Please check GRAFE.today periodically for changes. Your continued use of GRAFE.today after posting of the changes constitutes your binding acceptance of such changes. If a revised version includes a material change, it will be effective for an existing user on the earlier of:
d. the date you accept it; and
e. 30 days after the material changes are initially posted to GRAFE.today.
The revised version will apply to you immediately if you are a user who registers or first uses GRAFE.today on or after the posting of the revised version.
TERM, TERMINATION AND SURVIVAL
11.1 This Agreement shall remain in full force and effect unless and until your account is terminated as provided herein. You may terminate your membership within any social network on GRAFE.today at any time and for any or no reason by following the instructions on the "My Settings" page while logged in to a social network. Additionally, you may terminate your GRAFE.today ID account and end your use of GRAFE.today at any time and for no reason by following the directions here or contacting us at firstname.lastname@example.org or at the address set forth below.
11.2 GRAFE.today has the right (at its sole discretion) for any reason to:
a. delete, disable or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of GRAFE.today; or
b. shut down GRAFE.today, with or without notice, and with no liability of any kind to you.
If you terminate your account, we will have no obligation to refund you any fees you may have paid, or return or retain any data or content, in each case except as may be required by applicable law.
11.3 Upon deactivating your account, this Agreement will terminate and you will no longer have a right to access your account OR any content you may have created.
11.4 If any provision of this Agreement is prohibited by law or held by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
12.1 The Canadian courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of this Agreement in your country of residence or any other relevant country.
12.2 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Canada.
RELATIONSHIP OF THE PARTIES
The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that neither SMART nor Chaordix in partnership with SMART has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.
NO THIRD PARTY BENEFICIARIES
None of the provisions of this Agreement are intended to, or will, confer a benefit on or be enforceable by any third parties.
13.1 The failure of GRAFE.today to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in this provision, and the other provisions of this Agreement remain in full force and effect.
13. 2 You may not delegate your duties under this Agreement or assign this Agreement or your GRAFE.today accounts or GRAFE.today IDs, in whole or in part. GRAFE.today may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law), consolidation, reorganisation, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties' permitted assignees, transferees and successors.
13.4 The terms "including" and "includes" shall be deemed to be followed by the statement "without limitation" and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it.
13.5 GRAFE.today may provide you with notices, including those regarding changes to this Agreement or any of GRAFE.today's terms and conditions, by email, regular mail, or postings on GRAFE.today. Notice will be deemed given twenty-four (24) hours after email is sent. Notices not pertaining to any amendments to this Agreement or any Guidelines (such as notices relating to technical changes to GRAFE.today) are deemed given two (2) days following the initial posting.
If you have a question about this Agreement, or our handling of your information, you can contact us at email@example.com
If you have a question, comment or suggestion about the technology of GRAFE.today, you can contact Chaordix at firstname.lastname@example.org.