Last Updated: June 8, 2022
IMPORTANT- PLEASE TAKE THE TIME TO READ THESE TERMS CAREFULLY, AS THEY REPRESENT A LEGALLY BINDING AGREEMENT BETWEEN YOU AND VAYLE INC. YOUR USE OF OUR SERVICES and WEBSITES IS CONDITIONAL UPON YOUR COMPLIANCE AND ACCEPTANCE OF THIS AGREEMENT. IF YOU DISAGREE WITH THE TERMS OF THIS AGREEMENT, PLEASE DO NOT USE OUR SERVICES AND WEBSITES.
By using our Services and Websites, you acknowledge that you have read and agree to the Terms. Please contact us directly at [email protected] if you have any questions or concerns about the Terms or any other policies on our Websites. You may not use our Services and Websites for any purpose that is unlawful or prohibited by the Terms.
Revisions to the Terms will be made from time to time to reflect regulatory requirements, changes to our business, and other considerations. We will post previous versions of the Terms on our Website for easy access and notify our Customers using their email records on file.
By using our Services and Websites, you acknowledge that you have read and agreed to the most recent version of the Terms. Except for changes made by us to the Terms provided herein, no other amendments or modifications of the Terms will be effective unless in writing and signed by both you and us.
Permitted Use of our Services and Websites
By using our Services and Websites, you will not do the following:
- violate any applicable local, provincial/state, federal or international law, or regulation;
- collect or store personal data about other users;
- post, upload, or transmit any content where such action would be illegal or infringe any patent, copyright, trademark, trade secret, or other proprietary rights of any party;
- post, upload, or transmit any materials that contain viruses, files, or applications designed to disrupt, destroy or limit the operability of any computer, software, hardware, or telecommunications equipment;
- use the Vayle Services and Websites in any manner that in our sole discretion could disable, damage, impair, or interfere with any other party’s use and enjoyment of the Vayle Services and Websites;
- attempt to gain unauthorized access to the Vayle Services and Websites, or other accounts, computer systems or networks connected to the Vayle Services and Websites, through hacking or any other means;
- modify the Vayle Services and Websites in any manner or form, or use modified versions of the Vayle Services and Websites, including (without limitation) for the purpose of obtaining unauthorized access to the Vayle Services and Websites;
- use any scraper, spider, robot, or other automated means to access the Vayle’s Services and Websites for any purpose without our express written permission, or other measures we may use to prevent or restrict access to the Vayle Services or Websites;
- impersonate another person or access another Vayle client account without that person’s express written permission; share passwords issued by Vayle with any third party or encourage any other user to do so;
- reverse engineer, disassemble or otherwise attempt to discover the source code of the Vayle Services and Websites, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
- misrepresent the source, identity, or content or information transmitted via the Vayle Services and Websites;
modify, translate or create derivative works based upon the Vayle Services and Websites;
- remove, disable, damage, or otherwise interfere with security-related features of the Vayle Services and Websites, features that prevent or limit use or copying of any content accessible through the Vayle Services and Websites, or features that enforce limitations on use of the Vayle Services and Vayle Services or Websites; or
- access the Vayle Services if you are a direct competitor of Vayle, except with Vayle’s prior written consent or any other competitive purposes.
Vayle, our partners, and suppliers retain full ownership of proprietary rights related to the Services and Websites including all trade names, logos, trademarks, service marks, and domain names (“Vayle Marks”) used or displayed within the Services and Websites. You may not frame or utilize framing techniques to enclose any Vayle Marks or other proprietary information (including images, text, page layouts, or any other form) using Vayle Marks without our express consent.
You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity, or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. We may deny access to the Services if it is alleged that you have infringed another party’s copyright.
Indemnity, Liability, and Warranty Disclaimers
You shall indemnify, defend and hold Vayle, its suppliers, their affiliates, and their officers, directors, employees harmless from any claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including reasonable attorneys’ fees which arise out of or are related to your failure to comply with the Terms or your violation of any rights of any individual or entity.
Vayle’s Services and Websites are provided to you on an “as-is” and “as available” basis. Vayle makes no representations or warranties of any kind, express or implied, regarding the Services and Websites. You expressly agree that your use of our Services and Websites is at your sole risk. Vayle makes no representations, warranties, or guarantees, express or implied, regarding the accuracy, reliability, completeness, suitability, security, or availability of our Services and Websites and expressly disclaims any warranties of merchantability, non-infringement, or fitness for a particular purpose. Vayle makes no representation, warranty, or guarantee that the features and content that may be available through the Services and Websites are free of infection from any viruses or other code or computer programming processes that contain contaminating or destructive properties or that are intended to damage, surreptitiously intercept or expropriate any system, data or personal information.
Limitation of Liability.
Vayle shall in no event be liable to you or any their party, whether in contract, warranty, tort (including negligence) or otherwise, for any indirect, special, incidental, consequential, exemplary, liquidated, or punitive damages, including but not limited to loss of profit, revenue, business opportunity or data, arising in whole or in part from your access to, or use of, the Services or Websites, even if Vayle has been advised of the possibility of such damages. Notwithstanding anything to the contrary in this Agreement, Vayle’s liability to you for any cause whatsoever and regardless of the form of the action will at all times be limited to $200 (two hundred Canadian dollars). You acknowledge and agree that Vayle has offered its Services and Websites, established its prices, and entered into these Terms in relying on the disclaimers of warranty and the limitations of liability set forth herein and that the disclaimers of warranty and limitations of liability set forth herein reflect (A) A reasonable and fair allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and (B), form a fundamental basis of the bargain between you and Vayle.
- Severability. If any provision of these Terms is held to be void, unlawful, or for any reason is unenforceable, then that provision will be limited or removed from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
- Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Vayle without restriction.
- Survival. Upon termination of these Terms, any provision that, by its nature or express terms, should survive shall survive such termination or expiration.
- Venue and Choice of Law. The Services and Websites are operated from the Province of Ontario, Canada. They can be accessed in all provinces and states within Canada and the United States. Each province and state may have laws that differ from Ontario law, and each country may have laws that differ from Ontario and Canada. By utilizing the Services and Websites, you agree that the laws, rules, and regulations of the Province of Ontario, Canada, will apply to all matters relating to the use of the Services without regard to any conflict of laws principles.
- Entire Agreement. This Agreement will not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by Vayle as set forth in the changes to the Terms above.