Marketing 360™ Website Terms of Use

Last updated on November 05, 2021. These terms and conditions are effective immediately.

Terms of Use

These Terms of Use contain legal obligations and form an agreement between you and Etoile Marketing Solutions, Inc. (“Etoile Marketing Solutions, Inc.”, “us,” “we,” or “our”). “You” or “your” refers to you as an individual and/or the organization on whose behalf you are acting, as applicable. Please read these terms carefully before using, accessing or browsing any of our Properties (defined below).

These terms were last updated on: November 05, 2021.

Access and Use

These are the main terms of use for marketing360.ca, and cover all related websites, properties, offerings, applications and services that do not have a separate set of terms, including those pertaining to Marketing 360, Websites 360, and Top Rated Local, all as Powered by Etoile Marketing Solutions, Inc.. By accessing, browsing, downloading, enabling, installing or otherwise using any such website, digital property, offering, application and/or service that does not have a separate set of terms (collectively, the “Properties” and each a “Property”), or any product, content, feature, software or service available in or on a Property (each a “Service” and collectively, the “Services”), including Services offered on a payment basis (such Services, the “Paid Services” and each a “Paid Service”), you agree without limitation or qualification to be bound by these Terms of Use and such other terms and conditions, rules and policies which you may be directed to or are displayed in connection with the use of a Property or Service, all as amended and updated from time to time (collectively, the “Terms”). If you have not read, or do not understand, or do not agree to the Terms, you may not use the Properties or Services.

We reserve the right, in our sole discretion, to change the Terms, in whole or part, at any time. Except as otherwise provided in these Terms, any change will be effective when notice of the change is posted on a Property. Please check back regularly for updates by checking the date of the last update above. Your continued use of any Property or Service following the posting of amended Terms will mean you accept those changes. We reserve the right to modify, suspend, remove or discontinue any of the Properties, Services, or Content (as defined below) or any part of them from time to time without notice or liability for any reason whatsoever. We also reserve the right at any time to charge fees for access to, and to change any limits applicable to obtain free access to, all or any portion of the Properties, Services or Content. In such event, although your access to the applicable Property, Service or Content may be restricted or denied, you will not be charged for access unless we obtain your prior agreement to pay such charges.

You may not access or use, or attempt to access or use, the Properties or Services to take any action that could harm us or a third party. You may not access parts of the Properties or Services which you are not authorized to access. You may not attempt to circumvent any restriction or condition imposed on your use of or access to, or do anything that could disable or damage the functioning or appearance of, the Properties, Services, or Content, including the presentation or display of any advertising. Being exposed to advertising is a condition of your accessing the Properties, Services, and Content.

Restrictions on Use of Content and Materials

The Properties and Services and all content made available thereon, including text, photographs, images, illustrations, audio and video clips, articles, stories, User Postings (defined below) and other content (collectively, the “Content”) are the property of ETOILE MARKETING SOLUTIONS, INC. or its licensors and are protected, without limitation, pursuant to Canadian and foreign copyright, trademark and other laws. Subject to your compliance with these Terms, ETOILE MARKETING SOLUTIONS, INC. grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable licence: (i) to display or use a single copy of the applicable Property, Service and Content on your computer or other personal electronic device; (ii) to temporarily store a single copy of any Property, Service or Content in RAM incidental to your accessing and viewing of such Property, Service or Content; (iii) to store a single copy of the applicable Property, Service and Content where such copy is automatically cached by your web browser for display enhancement purposes; and (iv) to print or download a single copy of the applicable Property, Service and Content for your own personal, non-commercial use, and not for further reproduction, publication or distribution. For greater certainty, the foregoing licence is for personal, non-commercial, and educational purposes only. You cannot use any Property, Service or Content in connection with any commercial purpose, unless you obtain our prior written consent.

You are not permitted to alter or modify, or remove any copyright notice from, any Property, Service or Content. No other use is permitted and all other rights not expressly granted in these Terms are reserved. Nothing contained herein shall grant any licence or right to use any Content in any manner other than as explicitly set forth in these Terms without the prior written consent of ETOILE MARKETING SOLUTIONS, INC. or such third party that may own the Content displayed on the Property or Service. Any unauthorized use of any of the Content is strictly prohibited. Except as provided herein, you agree not to reproduce, sell, republish, broadcast, distribute, make derivative works of or otherwise make available any Content, including by framing, caching or other similar means, without the prior written consent of ETOILE MARKETING SOLUTIONS, INC., and, if applicable, the copyright owner of such Content.

Trademarks

All trademarks and trade names used, mentioned or displayed on the Properties, in the Services, or in any Content are trademarks or registered trademarks of ETOILE MARKETING SOLUTIONS, INC. or of their respective owners. The display of trademarks or trade names on each of the Properties does not convey or create any licence or other rights in these marks or names. Any unauthorized use of these trademarks and trade names is strictly prohibited.

Registration

To post reviews or comments, or to make other submissions, or to access, use or enjoy certain Content, Services or Properties, including certain interactive features related to certain Content, Services or Properties, you may be required to register. Should you choose to register, you agree to provide accurate, complete and current information about yourself and your organization as required by the registration process, and to promptly update such information as necessary to ensure that it is kept accurate and complete.

From time to time, we may allow you to register or access certain Services using social media login credentials. Should you choose to do so, you agree that we may collect, use and disclose your information from the social media account in accordance with these Terms and our Privacy Policy. Our access to your personal information will vary according to the particular social media credentials used. Please refer to the privacy settings of the social media website or application to determine how you may adjust our permissions and manage the interactivity between us and your social media account.

You agree to be responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of any registration on the Properties; and (b) all activities, transactions, subscriptions and purchases that are effected, made or incurred through any such password or account, including any applicable fees for Paid Services, together with applicable taxes. Further, you agree to immediately notify us of any unauthorized use of your password or account.

If you provide us with any information that is untrue or inaccurate or if we have reasonable grounds to suspect that any information you have provided is untrue or inaccurate, we have the right to suspend or terminate your account and/or your access to any or all of the Properties, Content or Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion, and we may refer you to appropriate law enforcement agencies.

Accounts are offered for use by a single individual or organization only. Registration is strictly restricted to one account per person or organization. You may not pretend to be someone else or register on behalf of other people or organizations. You may not use registration credentials that we deem offensive or otherwise inappropriate, in our sole discretion. You may not share your registration information with or give your account login credentials to anyone else. Your account may be suspended or terminated and services, products or offers you have requested or obtained may be withheld, deleted, withdrawn or invalidated without notice if there is any suspicion that you or anyone in your household or organization has misused your account, registered for multiple or fraudulent accounts, shared login credentials or breached any other portion of these Terms.

Paid Services

If you have subscribed to a Paid Service, your use of that Paid Service will be governed by the terms applicable to that Paid Service, in addition to these Terms. You agree that you will not share any Content you receive through the Paid Service with anyone except as explicitly permitted by these Terms and the terms applicable to that Paid Service. You may be required to register for a Paid Service and you may be assigned an account for such Paid Service.

Termination

You may terminate any unpaid account at any time by getting in touch with us at info@marketing360.ca. Termination of Paid Services will be governed by the terms applicable to such Paid Services.

You agree that we, in our sole discretion, may temporarily suspend or permanently terminate your password or account (whether selected by you or provided by us), or your use of any or all of the Properties or Services, and remove and discard any User Postings (as defined below) at our convenience or for any reason, including if we believe you have violated or may violate these Terms. You agree that any suspension and/or termination of your access to or use of the Properties or the Services may be effected without prior notice and that we will not be liable to you or to any other person as a result of any such suspension or termination.

User Representations and Warranties

You represent and warrant that: (i) you are not a minor and you have the legal right and capacity to enter into these Terms in your jurisdiction and to comply with these Terms or, if you are a minor, your parent or legal guardian has read and agreed to these Terms on your behalf; (ii) all information you provide to us, directly or indirectly, is accurate and complete; (iii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these Terms; (iv) you are not located in any country that is subject to a U.S. or Canadian government embargo or that has been designated by the U.S. or Canadian government as a “terrorist supporting” country, and are not listed on any U.S. or Canadian government list of prohibited or restricted parties; and (v) you are complying and will continue to comply with any applicable third party terms or agreement when accessing or using any Property or Service (e.g., you have not and will not violate your wireless provider’s data service agreement when accessing or using the Services or Properties).

In cases where you have authorized a minor to use a Property or Service you recognize that you are fully responsible for: (i) the conduct of such minor; (ii) controlling the minor’s access to and use of a Property or Service; and (iii) the consequences of any misuse by the minor. You acknowledge that some of the areas or portions of a Property or Service, as well as some content other users may post on or within the Properties or Services, may contain material that is inappropriate for minors.

User Postings, Conduct, Indemnification and Licence Granted

All information, data, text, software, graphics, images, avatars, video, audio, applications, code, photographs, messages, ideas, reviews, ratings, opinions, comments, submissions, suggestions and/or other content or materials provided, created, or otherwise posted by users on any part of the Properties or Services (collectively, “User Postings”) are the responsibility of the user creating or providing the User Postings. We do not vet, verify, endorse, direct or control the User Postings. ETOILE MARKETING SOLUTIONS, INC. HAS NO RESPONSIBILITY FOR USER POSTINGS AND DOES NOT GUARANTEE OR PROVIDE ANY WARRANTY WITH RESPECT TO THE ACCURACY, INTEGRITY OR QUALITY OF ANY USER POSTINGS. However, we retain our right, which we may or may not exercise, in our sole discretion, to review, edit, alter, move, refuse, block or delete any User Postings for any reason whatsoever. We will not be liable to you or any third party for any modification or discontinuance of your User Postings or for not displaying your User Postings for any reason whatsoever.

You acknowledge and agree that we may preserve User Postings and may also disclose any related information as necessary to satisfy any law, regulation or governmental request, comply with legal process, enforce these Terms or to protect ourselves, our users and/or the public.

You hereby represent and warrant that all information and facts provided in your User Postings are accurate, that you have all necessary rights in and to all User Postings you provide, that you have obtained all necessary permissions and consents that may be required from any third party in connection with your User Postings, and that your User Postings shall not infringe any proprietary or other rights of any third party (including any intellectual property right or right of confidentiality, privacy or publicity) or contain any libelous, defamatory, tortious, fraudulent or otherwise unlawful information. Without limiting the generality of the foregoing, you agree not to post, transmit, link to, upload or otherwise submit or distribute any User Postings that:

  • infringe any proprietary or other rights of any third party, including any copyright, trademark, patent, trade secret, privacy or other proprietary or property right;
  • defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of others, including rights relating to privacy and publicity;
  • include any material that is inappropriate, discriminatory, misleading, profane, defamatory, infringing, obscene, pornographic, indecent, abusive, violent, exploitative, tortious or otherwise unlawful;
  • denigrate a class of people because of their race, religion, country of origin, sexual orientation, marital status, disability, age or gender;
  • depict violent or criminal acts or seek to incite violence or crime;
  • include any material that relates or pertains to any “hate group”, for example, groups that are organized in part to promote the oppression of or to assert the supremacy of any class of people;
  • include a photograph of another person or personal information of another person or use another person’s correspondence, diaries or personal documents, without that person’s consent;
  • further or promote any criminal activity or enterprise or provide instructional information about illegal activities including making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
  • include any material or undertake any activity that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable law;
  • distribute, promote, transmit or contain any junk mail, spam, chain letters, pyramid schemes, or other similar matters;
  • harvest or otherwise collect or use any information about other users of the applicable Property or Service, including email addresses or phone numbers, without their consent and without complying with all applicable legal requirements;
  • are in any language other than English or French;
  • are false or misleading, including in the locator, sender information or subject matter of an electronic message;
  • contain opinions, notices or discussion topics that would be more appropriately posted on a social media site;
  • contain or use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of a Property, Service or Content, or in any way reproduce or circumvent the navigational structure or presentation of such Property, Service or Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Property, Service or Content without our express written consent; and
  • contain or use any disabling mechanism or feature designed to prevent the use of any Property, Service, or Content, including any clock, timer, counter, computer virus, worm, software lock, drop dead device, Trojan horse routine, trap door, time bomb or any other codes, designs, routines or instructions that may be used to access, modify, replicate, distort, delete, damage or disable any Property, Service, or Content.

Moreover, you agree not to access or use any of the Properties or Services:

  • for any unlawful purpose whatsoever, including to further or promote any criminal activity or enterprise;
  • in any manner that violates these Terms or any applicable laws or regulations;
  • for the purpose of exploiting, harming or attempting to exploit or harm any other person, including for the purpose of exploiting, harming or attempting to exploit or harm minors in any way, including by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
  • to transmit or procure the sending of any “junk mail”, “chain letter” or spam or any other similar solicitation;
  • in any manner that restricts or inhibits, or may restrict or inhibit, any other person’s use or enjoyment of the Properties or Services or in any manner that harms, or may harm, any Property or Service or any users thereof or expose any such users or ETOILE MARKETING SOLUTIONS, INC. to any liability;
  • in any manner that disables, overburdens, damages or impairs, or may disable, overburden, damage or impair, any of the Properties or Services or that interferes, or may interfere, with any other person’s access to or use of the Properties, Services or Content, including any other person’s ability to engage in real-time activities through any of the Properties or Services;
  • to monitor or copy any of the Properties, Services or Content;
  • to attempt to gain unauthorized access to, interfere with, damage or disrupt any part of any of the Properties or Services or any server, computer or database connected thereto or used therewith;
  • to attack any Properties or Services via a denial-of-service attack or any other attack that interferes, or attempts to interfere, with the proper working of any Properties or Services;
  • to infringe any proprietary or other rights of any third party, including any copyright, trademark, patent, trade secret, privacy or other proprietary or property right;
  • to defame, abuse, stalk, harass, threaten or otherwise violate the legal rights of any other person, including rights relating to privacy and publicity;
  • to distribute, promote, or transmit any junk mail, spam, chain letters, pyramid schemes, or other similar matters;
  • to harvest or otherwise collect or use any information about other users of the applicable Property or Service, including email addresses or phone numbers, without their consent and without complying with all applicable legal requirements;
  • to use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of a Property, Service or Content, or in any way reproduce or circumvent the navigational structure or presentation of such Property, Service or Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Property, Service or Content without our express written consent; or
  • to use any disabling mechanism or feature designed to prevent the use of any Property, Service, or Content, including any clock, timer, counter, computer virus, worm, software lock, drop dead device, Trojan horse routine, trap door, time bomb or any other codes, designs, routines or instructions that may be used to access, modify, replicate, distort, delete, damage or disable any Property, Service, or Content.

You do not have permission to add other users of a Property or Service to any mailing or e-mail list for commercial purposes, even if a user has purchased something from you, unless the user has provided you with consent in accordance with all applicable laws.

None of the Properties or Services are offered for the purpose of processing any personal data governed by the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament) or the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199). You acknowledge and agree that you shall not process any such personal data by means of or in connection with any of the Properties or Services.

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS ETOILE MARKETING SOLUTIONS, INC., ITS PARENT, AFFILIATES AND RELATED COMPANIES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS OR DEMANDS, INCLUDING REASONABLE LEGAL AND ACCOUNTING FEES AND DISBURSEMENTS, ARISING FROM OR RELATING TO: ANY BREACH OF THESE TERMS; YOUR ACCESS TO OR USE OF ANY PROPERTY, SERVICE, OR CONTENT; YOUR USER POSTINGS (INCLUDING THEIR USE AS CONTEMPLATED HEREIN); YOUR BREACH OF ANY APPLICABLE LAW; OR YOUR USE OF OR RELIANCE ON OR PUBLICATION, POSTING, COMMUNICATION OR DISTRIBUTION OF, ANYTHING FROM THE PROPERTIES, SERVICES OR CONTENT. YOU SHALL COOPERATE WITH US AT YOUR EXPENSE IN THE DEFENCE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE DEFENSE AND EXCLUSIVE CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU.

By contributing User Postings to the Properties or Services, you give (or warrant that the owner of such rights has expressly given) to us and our parent, affiliates, and related companies a perpetual, irrevocable, nonexclusive, worldwide, royalty-free, transferable, sub-licensable right and licence to host, post, run, cache, store, copy, tag, index, encode, use, reproduce, modify, alter, edit, abridge, revise, condense, summarize, adapt (including the right to publish in a searchable format that may be accessed by internet users, or adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies), excerpt, compile, print, publish, translate, broadcast, transmit, create derivative works from, distribute, sell, re-sell, perform, publicly display, publicly perform, publicize and otherwise exploit such User Postings or any portion thereof anywhere, for any purpose and in any manner, in any form, media or technology now known or later developed (including in or on any digital or print publication, website, application or promotional material), without any further notice or compensation to, or approval by, you or any third party. You also grant us the right to sub-license, transfer and authorize others to exercise any of the rights granted to us under these Terms; and each such third party will be entitled to benefit from the rights and licences granted to us under these Terms. You further authorize us to publish your User Postings in a searchable format that may be accessed by users of the Properties, the Services and the Internet. Such licence will apply with respect to any form, media or technology now known or later developed. In addition, you hereby waive any moral rights in the User Postings (including all materials and content within such User Postings), or where applicable, warrant they have been waived by the appropriate third party. You further agree that we are free to use any ideas, concepts, know-how, suggestions, or techniques contained in any of the User Postings for any purpose whatsoever including developing, manufacturing and marketing products or services using such information, without further notice or compensation to, or approval by, you.

Links to Third Party Sites

The Properties, Services and Content may contain links or references to other sites, services, offerings or applications that are not part of the Properties or Services and which are not controlled by ETOILE MARKETING SOLUTIONS, INC.. The inclusion of a link or any reference to another site does not imply review or endorsement by us. If you decide to visit any linked or referenced site, service, offering or application, you do so at your own risk, and it is your responsibility to take all protective measures and to guard against viruses and other destructive elements and any collection, use and disclosure of your personal information through such site, service, offering or application. WE WILL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR THE ACCURACY, RELEVANCY, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ON ANY SITE, SERVICE, OFFERING OR APPLICATION LINKED OR REFERENCED FROM A PROPERTY OR FOR ANY INFORMATION OR MATERIAL YOU PROVIDE TO ANY THIRD PARTY.

Unless otherwise indicated on a Property, we are not sponsored by or affiliated with any linked or referenced sites, services, offerings, applications, or trademarks.

Professional Information Disclaimer

The Properties, Services and Content may contain certain facts, opinions, views, statements, recommendations and information which may be provided by third parties including third parties in professional fields such as medicine, law, engineering, government, accounting, architecture, financial planning, investments, other health and fitness related areas and other professional fields (“Professional Information”). Such information is for informational or entertainment purposes only and is not to be used or construed as a substitute for professional advice, diagnosis or treatment. Use of any Property, Service or Content does not replace consultations with qualified medical, legal, engineering, governmental, accounting, architectural, financial planning, investment, or other professionals. Professional Information may be subject to change and could be out of date. You acknowledge that any reliance on Professional Information is at your sole risk and that we do not provide you with or endorse any medical, health, tax, legal, governmental, accounting, investment or other professional advice or advocate the purchase or sale of any security or investment. You further acknowledge that you are solely responsible for your own research and decisions, including investment and financial planning decisions. You agree that we shall not be responsible or liable in any way for any loss or damage of any kind directly or indirectly incurred arising out of, relating to, or in connection with the use of, or reliance on, any Professional Information.

Third Party Advertisements and Information

Third party advertisers and other third party content providers, including merchants, vendors, sellers, service providers and third party providers of related information, content and videos (each, an “Advertiser” and collectively, “Advertisers”) may offer goods, services, content, information and other materials to you on the Properties. Your correspondence and business dealings with any Advertiser, including the payment for and delivery of goods and services, and any terms, conditions, warranties and representations associated with such dealings, are solely between you and the Advertiser. You agree that we will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or the offering by any Advertiser of such goods, services, content, information or other materials on the Properties.

Descriptions of, or references to, products, goods, services, events, groups, information or publications within the Properties do not imply endorsement. Your dealings or communications through the Properties with any party other than ETOILE MARKETING SOLUTIONS, INC. are solely between you and that third party. If you choose to correspond or transact with Advertisers or other third parties through our Properties or Services, you do so at your own risk. You and the appropriate third party, not ETOILE MARKETING SOLUTIONS, INC., are responsible for compliance with all laws applicable in any such correspondence or transaction. It is your responsibility to use caution and common sense, and to evaluate the accuracy, completeness, reliability or usefulness of any information, review, opinion, advice, claim, representation or other content made available by any Advertiser or other third party through the Properties or Services. Under no circumstances will we be liable for any products, goods, services, events, reviews, ratings, resources, information or content made available by or to any third party, or through any such third party dealings or communications, or for any harm related thereto. Please review carefully each Advertiser’s or other third party’s policies and practices and make sure you are comfortable with those policies and practices before you engage in any correspondence or transaction with such Advertiser or third party, as applicable. Any complaints, concerns or questions you may have relating to materials, products, goods, events, groups, reviews, ratings, resources, information, content or services provided by any Advertiser or any other third party should be forwarded directly to such Advertiser or such other third party, as applicable.

Exercise great care when revealing personal information and when corresponding or transacting with any Advertiser or other third party on the Properties or through the Services. We publish reviews, ratings and postings of third parties on the Properties and through certain Services without verification, vetting or endorsement. We cannot guarantee that these reviews, ratings or postings are accurate, or that the persons submitting or responding to them are not acting under false pretenses. We do not direct or control what Advertisers or other third parties post, do or say in connection with the Properties, Services, or Content, and we are not responsible for any of their actions or conduct (online or offline) or any content or materials they share. ETOILE MARKETING SOLUTIONS, INC. has no responsibility or liability for any damages, losses, costs, expenses or injuries that you may incur in connection with items or services listed for sale by any Advertiser or any other third party or events or groups listed by any Advertiser or any third party, or reviews, ratings or postings made by any person, on the Properties or Services.

Privacy

By using the Properties or Services, you consent to the collection, use and disclosure of your personal information in accordance with our Privacy Policy, and you acknowledge that you have read, understood and agree to our Privacy Policy.

Ideas, Suggestions and Submissions

We would be happy to hear any ideas or suggestions related to improvements or additions to the Properties, Services or Content. All such ideas, suggestions and any other ideas, suggestions, materials or content you submit or provide to us (collectively, “Suggestions”) will be subject to these Terms, and any disclosure of such Suggestions will not under any circumstances be subject to any obligation of confidentiality or expectation of compensation. By providing us with a Suggestion, you are waiving any and all rights that you may have in the Suggestion, and you are representing that the Suggestion is wholly original to you, that no one else has any rights in the Suggestion, and that we are free to implement the Suggestion as provided, or as modified by us, without notice or compensation to you or any permission or licence from a third party.

Should you choose to submit a story, photograph, tip, idea or other material for publication or use on one or more of the Properties or Services, the submission will be subject to these Terms (including the terms applicable to User Postings, above), or such other terms as we may agree to in writing with you.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, LIABILITY OR CERTAIN DAMAGES OR LIMITATIONS OF REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE PROVIDING THE PROPERTIES, SERVICES AND CONTENT ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE PROPERTIES, SERVICES OR CONTENT, OR ANY WEB SITE, SERVICE, OFFERING, APPLICATION OR CONTENT WITH WHICH THEY ARE LINKED. WE DO NOT WARRANT THAT THE FUNCTION OF THE PROPERTIES, THE SERVICES OR THE CONTENT WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PROPERTIES OR SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF MALFUNCTIONS, VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS OR WILL BE FREE FROM SECURITY BREACHES, TAMPERING, OR OTHER UNAUTHORIZED INTERVENTIONS.

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES (INCLUDING NEGLIGENCE), SHALL WE BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PERSON OR PROPERTY, OR FOR ANY INJURY OR DAMAGES OF ANY KIND OR CHARACTER (INCLUDING ANY COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SAME, ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THE USE OF ANY OF THE PROPERTIES, SERVICES, OR CONTENT, OR ANY WEBSITE, SERVICE, ADVERTISEMENT, OFFERING, APPLICATION OR CONTENT WITH WHICH THEY ARE LINKED. IN NO EVENT SHALL ETOILE MARKETING SOLUTIONS, INC.’S AGGREGATE TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, INJURIES, EXPENSES, COSTS, LIABILITIES AND CAUSES OF ACTION ARISING OUT OF, RELATING TO OR IN CONNECTION WITH YOUR USE OF ANY OF THE PROPERTIES, SERVICES, OR CONTENT, OR ANY WEBSITE, SERVICE, ADVERTISEMENT, OFFERING, APPLICATION OR CONTENT WITH WHICH THEY ARE LINKED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE GREATER OF: (I) THE AMOUNT PAID BY YOU FOR USING THE APPLICABLE PROPERTY, SERVICE, OR CONTENT; AND (II) 100 CANADIAN DOLLARS. YOU SHOULD ALSO BE AWARE THAT E-MAIL AND OTHER SUBMISSIONS OVER THE INTERNET MAY NOT BE SECURE, AND YOU SHOULD CONSIDER THIS BEFORE E-MAILING US OR MAKING ANY OTHER SUBMISSIONS OVER THE INTERNET.

You expressly acknowledge that we have relied on the disclaimers, limitations and exclusions of liability set out in these Terms in making the Properties, Services and Content available to you, and that these disclaimers, limitations and exclusions of liability are an essential part of this agreement between you and ETOILE MARKETING SOLUTIONS, INC..

Jurisdiction and Governing Law

The Properties and Services are provided by ETOILE MARKETING SOLUTIONS, INC.. Our offices are located in Ontario, Canada. If you choose to access or use the Properties or Services from another location, you are responsible for compliance with local laws, if and to the extent local laws are applicable. None of the Properties, Services or Content are offered for the benefit of individuals located in the European Economic Area, including Switzerland, and the United Kingdom (collectively, the “EEA”). Those located in the EEA are not permitted to subscribe to, access or use the Properties or Services or to create any online account.

These Terms are governed by Ontario law, without giving effect to any principles of conflicts of law. To the extent permitted by applicable law, you agree that any formal legal dispute arising out of, relating to or in connection with these Terms or the Properties or Services shall be filed only in the provincial or federal courts located in Ontario, Canada and you hereby submit to the exclusive jurisdiction of such courts. You also agree that, to the extent permitted by applicable law, regardless of any statute or law to the contrary, you will not bring any claim or cause of action arising out of, relating to or in connection with your use of the Properties or Services or these Terms any later than one (1) year after such claim or cause of action arose.

Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against us related to any claim and, where applicable, you also agree to opt out of any class proceedings against us.

Miscellaneous

If any provision of these Terms shall be deemed unlawful, invalid or unenforceable by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions. No waiver of any of the provisions of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of ETOILE MARKETING SOLUTIONS, INC.. The section titles in these Terms are for your convenience only and do not have any legal or contractual effect. Throughout these Terms, the words “including” and “includes” shall be deemed to be followed by the words “without limitation.”

Our failure to comply with these Terms because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond our reasonable control, shall not be a breach of these Terms.

These Terms, including all terms, policies, and guidelines referenced in these Terms, together with any agreement governing your use of Paid Services, where applicable, is the entire agreement between you and ETOILE MARKETING SOLUTIONS, INC. concerning the Properties, Services and Content. These Terms supersede all prior agreements or communications between you and us regarding the subject matter of these Terms.

The parties have required that these Terms and all terms, policies and guidelines relating thereto be drawn up in English. Les parties aux présentes déclarent qu’elles ont exigé que cette entente et tous les documents y afférant soient rédigés en langue anglaise.

In the event of any conflict, discrepancy or inconsistency between the English language version and any French language version of these Terms, the English language version shall prevail, govern and control.

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