WEBSITE Terms of Use
Last Updated: May 29, 2021.
Please carefully read these terms of use (these “Terms of Use”), which are a binding contract between you and LISTedTECH Inc. (“LISTedTECH”) that governs the use of the LISTedTECH website located at listedtech.com, the use of the ListedTech client portal (“Client Portal” and collectively with listedtech.com, the “Websites”), and all LISTedTECH Content (as defined below) made available to you on or through the Websites.
By using the Websites, you acknowledge and signify that you have read, understand and agree to these Terms of Use. If you do not agree to these Terms of Use, then you must not use the Websites.
1. LISTedTECH Content
1.1 Definition: In these Terms of Use, “LISTedTECH Content” means reports, tools, presentations, webinars, toolkits, text (including notes, questions, comments and reviews), information, graphics, photographs, images, audio, video, and other materials and forms of data or communications made available by LISTedTECH on or through the Websites (including on the Client Portal).
1.2 Permitted/Prohibited Use: You will use LISTedTECH Content for your lawful, internal business purposes only, only in the manner purposefully made available by LISTedTECH and subject to these Terms of Use and all applicable laws. You will not disclose LISTedTECH Content to any person other than internal members of your organization as reasonably required for your lawful, internal business purposes.
1.3 No Exploitation: You will not exploit LISTedTECH Content for any purpose (including copy, reproduce, publish, republish, translate, upload, post, publicly display, transmit, communicate or make available to the public, or otherwise disclose or distribute LISTedTECH Content) without LISTedTECH’s prior written consent in each instance.
1.4 No Ownership: You acknowledge that, as between you and LISTedTECH, LISTedTECH Content is solely owned by LISTedTECH and its licensors and your use of LISTedTECH Content does not transfer to you any right, title or interest in, to or associated with LISTedTECH Content other than the limited, restricted right to use LISTedTECH Content as expressly set out in Section 1.2.
2. Proprietary Rights
2.1 Ownership: LISTedTECH will at all times solely own and retain all rights, title and interest (including all intellectual property rights) throughout the world in, to and associated with the Websites (including LISTedTECH Content) and neither you nor any other person will acquire any right, title or interest in, to or associated with any of the Websites.
2.2 Trademarks: The LISTedTECH logo and other related trademarks and symbols are registered or unregistered trademarks, service marks and trade names owned or licensed by LISTedTECH. Any unauthorized use of those trademarks is strictly prohibited, and nothing on the Websites or in these Terms of Use will be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any of those trademarks and service marks.
2.3 Feedback: If you give to LISTedTECH any feedback (including any review, comments, ideas or suggestions for corrections, enhancements or improvements) regarding the Websites, then LISTedTECH and its successors, assigns and licensees may use the feedback for any and all purposes (including to support, maintain and improve the Websites) without providing any compensation or attribution to you or any other person. LISTedTECH may in its discretion modify your feedback (e.g. for grammar and spelling) prior to use.
3. Use of the Websites
3.1 Authorization: The Websites may be used only by individuals who are the age of majority (which in most jurisdictions is either 18 or 19 years) in the jurisdiction in which they live and are capable of forming a binding contract under applicable law. You may not use the Websites if you do not unconditionally accept and agree to these Terms of Use, if you have breached these Terms of Use or if your permission to use the Websites has been suspended or terminated by LISTedTECH.
3.2 Permitted Use and Restrictions/Prohibitions: Subject to these Terms of Use and all applicable laws, you may use the Websites for your lawful, personal use for non-commercial purposes only (unless as otherwise permitted by LISTedTECH), only in the manner purposefully made available by the Websites and subject to these Terms of Use and all applicable laws. Use of the Websites for any other purpose or in any other manner is strictly prohibited. Without limiting the generality of the foregoing, you will not: (a) use, disclose or provide or permit access to or use of the Websites in any manner, by any means, or for any purpose that is not expressly permitted by these Terms of Use; (b) attempt to access or use the Websites by any means that is not deliberately made available for that purpose by LISTedTECH; (c) use the Websites in a way that damages, disrupts, compromises, degrades or interferes with the integrity, functionality, operation, performance or security of the Websites, or any other system, network or data; (d) copy, reproduce, translate, modify, enhance, or create derivative works based on the Websites; (e) sell, resell, license, sublicense, distribute, rent or lease the Websites, or include the Websites in a service bureau or outsourcing offering; (f) make the Websites available to, or use the Websites for the benefit of, any third party; (g) alter, attempt to circumvent, destroy, obscure or remove any notices (including trademark and copyright notices), proprietary codes or locks, means of identification, technological protection measures, digital rights management tools or rights management information, security or control measures or agreements (including end-user terms and conditions) on, in or in relation to the Websites; (h) reverse engineer or otherwise access or use the the Websites to: (i) attempt to access the source code or underlying logic, methods or processes for any of the software or technologies used by LISTedTECH to provide any aspect of the Websites; (ii) create a product or service that is competitive with the Websites or any other product or service offered by LISTedTECH, or a product or service using similar ideas, features or functions; or (iii) monitor or assess the availability, performance, or functionality of the Websites, or for any other benchmarking or competitive purposes; or (iv) permit, assist or encourage any other person to do any of the foregoing in this Section 3.2 or to commit any act or omission that would constitute a breach of these Terms of Use if committed by you.
3.3 Monitoring Use: The Websites may contain technologies that monitor and record information regarding your use of the Websites. LISTedTECH may use that information as necessary to provide our services and to manage our business and our Websites (for instance, for security purposes, to enforce these Terms of Use and or any other agreement to which LISTedTECH is a party). LISTedTECH may also use this information for internal business analytics purposes and to create new products. For instance, we may create and commercialize new products such as statistical reports derived from aggregated and anonymized information about how users interact with the Client Portal.
3.4 Client Portal: LISTedTECH may make a Client Portal available only to clients of LISTedTECH and their representatives. To access the Client Portal, you must have valid and subsisting unique identifiers or other factors registered with or provided by the Websites (collectively “Credentials”). Credentials are specific to you, and may not be shared with or transferred to any other person. You will keep Credentials secure and confidential at all times. You will not permit any other person to know or use Credentials. You will immediately notify LISTedTECH if you know or suspect that Credentials have become known to or used by any other person or if you know or suspect of any unauthorized access to the Client Portal. LISTedTECH in its discretion may require you to verify or change Credentials from time to time. LISTedTECH may change, suspend or terminate your access to the Client Portal effective immediately at any time and without any prior notice or liability to you or any other person.
3.5 No Advice: The Websites is for informational and educational purposes only. The Websites are not intended to be a comprehensive or detailed statements concerning the matters addressed, and LISTedTECH Content is not intended to be professional advice or recommendations (including legal, regulatory or other professional advice). Neither the Websites nor your interactions with LISTedTECH will constitute a solicitor-client relationship. It is your responsibility to obtain appropriate advice suitable to your particular circumstances from a qualified professional before acting or omitting to act based on any LISTedTECH Content obtained on or through the Websites.
3.6 Errors, Changes: The Websites are updated periodically, but is not intended to be a comprehensive, current or complete statement of all matters and developments concerning LISTedTECH and its services. The Websites might not be accurate, current or complete, and misprints, errors, inaccuracies, omissions or other errors might not be corrected. LISTedTECH does not warrant that the Websites (including LISTedTECH Content) is accurate or complete. LISTedTECH does not accept any liability for the Websites (including LISTedTECH Content). LISTedTECH reserves the right to (a) correct any error, inaccuracy or omission in LISTedTECH Content at any time without prior notice or liability to you or any other person; and (b) change the Websites at any time without any notice or liability to you or any other.
3.7 Linked Sites: For your convenience, the Websites may provide links or references to Internet sites or resources operated by independent persons (collectively “Linked Sites”). Linked Sites are independent from LISTedTECH, and LISTedTECH does not endorse, and have responsibility or liability for or control over, any Linked Site, any products, services or content available through a Linked Site or the collection of your personal information through a Linked Site or by the owner or operator of a Linked Site. Your use of a Linked Site and your dealings with the owner or operator of a Linked Site are at your own risk, and you will not make any claim against LISTedTECH arising from, connected with, or relating to your use of a Linked Site, your dealings with the owner or operator of a Linked Site or any product, service or content available through a Linked Site.
4. User Information
4.1 Accurate Information: You will ensure that all information you provide to LISTedTECH, through the Websites or otherwise, is true, accurate, current and complete. LISTedTECH 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, LISTedTECH or any other person may incur as a result of your submission of any false, incorrect or incomplete information or your failure to promptly update your information if it changes.
4.2 Communications: You authorize LISTedTECH to: (a) accept communications it receives from you by means of the Websites or email as if those communications had been given directly by you in writing and signed by you; (b) disclose your communications to LISTedTECH’s affiliates and services providers; and (c) respond to your communications through the Websites, by email or other means of communication as LISTedTECH considers appropriate. Communications that you send to LISTedTECH are not effective unless and until they are processed by the responsible LISTedTECH representative. LISTedTECH may refuse to process communications that you send to LISTedTECH, or may reverse the processing of any communications that you send to LISTedTECH, at any time in LISTedTECH’s discretion and without any notice or liability to you or any other person, including if LISTedTECH believes the communication to be fraudulent or unlawful or defective, inaccurate or incomplete due to a technical malfunction.
4.3 Privacy: By accepting these Terms of Use you consent to the collection, use, retention, disclosure and deletion of your personal information in accordance with LISTedTECH’s Privacy Policy (online: [insert link]), as amended from time to time, and as otherwise permitted by applicable law.
5. Disclaimers, Liability Exclusions/Limitations
5.1 General Disclaimer: You are solely responsible for the selection and use of the Websites to achieve your intended results, and you use the Websites at your own risk. To the fullest extent permitted by applicable law, the Websites are provided “as is”, “as available” and “with all faults”, and without any representations, warranties, conditions or guarantees of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, including any representations, warranties, conditions or guarantees of or relating to: accuracy, accessibility, availability, completeness, durability, errors, fitness for a particular purpose, merchantability, non-infringement, lack of viruses or other disabling or harmful code, performance, quality, results, suitability, security, timeliness, title, truthfulness, quiet enjoyment, uninterrupted service or workmanlike effort; all of which are hereby waived by you and disclaimed by LISTedTECH to the fullest extent permitted by applicable law. Without limiting the foregoing, LISTedTECH does not represent or warrant that any of the Websites will meet your requirements. No oral or written information or advice given by or on behalf of LISTedTECH will create any legally binding or effective representation, warranty, condition or promise.
5.2 Specific Acknowledgements and Disclaimers: Without limiting Section 5.1, and notwithstanding any other provision of these Terms of Use:
(a) LISTedTECH Content: You are solely responsible and liable for, and bear all risks and liabilities related to, your selection and use of LISTedTECH Content.
(b) Technology and Security: Customer acknowledges that the Websites might be affected by circumstances beyond LISTedTECH’s control, might not be continuous, uninterrupted or secure, and is subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. LISTedTECH is not responsible or liable for any delays, failures or any damage, loss or liability resulting from any of those problems. You acknowledge that security measures used by or on behalf of LISTedTECH and its subcontractors and service providers might not protect the Websites against unauthorized access, use or disclosure. LISTedTECH is not responsible or liable for any unauthorized access to, or use, alteration, theft or destruction of, the Websites or any data stored or processed in the Websites, whether through accident, fraudulent means or devices, or any other method.
(c) No Legal/Regulatory Advice: The Websites do not constitute or include any kind of legal or regulatory advice and you are solely responsible and liable for compliance with all applicable laws and regulations.
5.3 Liability Exclusions: Notwithstanding any other provision of these Terms of Use and to the maximum extent permitted by applicable law, in no event and under no circumstances will LISTedTECH be liable to you or any other person for any loss, damage or liability (including direct, indirect, special, incidental, consequential and punitive damages) arising from, connected with or relating to these Terms of Use, the subject matter of these Terms of Use or your use of the Websites under any theory (including contract, tort, strict liability and statutory liability), regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by LISTedTECH, even if other remedies are not available or do not adequately compensate for the loss, damage or liability, even if LISTedTECH knows or ought to have known of the possibility of the loss, damage or liability being incurred, and regardless of whether or not the loss, damage or liability was foreseeable.
5.4 Exceptions: The laws in some jurisdictions prohibit or limit the disclaimer of certain warranties and conditions or the exclusion or limitation of certain liabilities, and so the disclaimers and liability exclusions and limitations in these Terms of Use might not apply to you.
6. General Matters
6.1 Changes: LISTedTECH in its discretion may change these Terms of Use at any time and from time to time, without any prior notice, by posting the changed Terms of Use on the LISTedTECH website. The changed Terms of Use are effective immediately upon posting on the Websites, unless the changed Terms of Use expressly state otherwise. It is your responsibility to check the “Last Updated” date at the top of these Terms of Use and review any changes since the previous version. By using the Websites, you signify your unconditional acceptance and agreement to be bound by the changed Terms of Use. You may not change these Terms of Use in any manner.
6.2 Survival: Notwithstanding any other provision of these Terms of Use, each of Sections 3.3, 1, 2, 5 and 6, and all other provisions necessary to the interpretation or enforcement of those sections, will survive the expiration or termination of these Terms of Use and will remain in full force and effect and be binding on you and LISTedTECH as applicable.
6.3 Governing Law: These Terms of Use will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to conflict of laws principles. To the full extent authorized under applicable law, You and LISTedTECH hereby irrevocably attorn to the exclusive jurisdiction of the courts in the City of Toronto, Ontario, Canada with respect to the resolution of any disputes hereunder.
6.4 Indemnification of LISTedTECH: You will defend, indemnify and save and hold harmless LISTedTECH and its successors and assigns from and against any and all losses, damages, liabilities, costs, claims, complaints, demands, actions, suits and proceedings (including reasonable lawyers’ fees) arising from, connected with or relating to any breach by you of these Terms of Use or your use of the Websites (including LISTedTECH Content).
6.5 Force Majeure: Notwithstanding any other provision of these Terms of Use, LISTedTECH will not be liable for any delay in performing, or failure to perform, any of its obligations under these Terms of Use to the extent performance is delayed or prevented due to any cause or causes that are beyond LISTedTECH’s control. Any delay or failure of that kind will not be a breach of these Terms of Use by LISTedTECH, and the time for LISTedTECH’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances.
6.6 Miscellaneous: You and LISTedTECH are non-exclusive, independent contracting parties, and nothing in these Terms of Use or done pursuant to these Terms of Use will create or be construed to create a partnership, joint venture, agency, employment or other similar relationship between you and LISTedTECH. Upon request by LISTedTECH, you will execute all further documents and instruments and do all further things as may be reasonably necessary to implement and carry out the provisions and intent of these Terms of Use. No consent or waiver by LISTedTECH to or of any breach by you of these Terms of Use will be effective unless the consent or waiver is confirmed in a document that is signed by LISTedTECH or will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach by you. LISTedTECH’s rights and remedies under these Terms of Use are cumulative and not exhaustive or exclusive of any other rights or remedies to which LISTedTECH may be lawfully entitled under these Terms of Use or at law, and LISTedTECH will be entitled to pursue any and all of its rights and remedies concurrently, consecutively and alternatively. If any provision of these Terms of Use is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable for any reason, then the provision will be deemed severed from these Terms of Use (as applicable) and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance these Terms of Use (as applicable) would fail in their essential purpose. You may not assign these Terms of Use or any of your rights, licences, duties or obligations under these Terms of Use. LISTedTECH in its discretion may assign these Terms of Use and any or all of LISTedTECH’s rights, licences, duties and obligations under these Terms of Use. LISTedTECH may engage subcontractors to perform LISTedTECH’s obligations under these Terms of Use. The provisions of these Terms of Use will enure to the benefit of and be binding upon you and LISTedTECH and your respective successors, permitted assigns and personal representatives.
6.7 Interpretation: In these Terms of Use: (i) a reference in these Terms of Use to a section by number is a reference to the appropriate section in these Terms of Use; (ii) headings are for reference only and do not define, limit or enlarge the scope or meaning of these Terms of Use or any of its provisions; (iii) words importing the singular number only include the plural and vice versa; (iv) words importing a gender include both genders; (v) “person” includes an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, society, and any other legal entity; (vi) “including” and “includes” mean including or includes (as applicable) without limitation or restriction; (vii) “law” includes common law, equity, statutes and regulations, and reference to a specific law includes all regulations made under the law and all amendments to, or replacements of, the law or any regulation made under the law in force from time to time; and (viii) “discretion” or any variation thereof means a person’s sole, absolute and unfettered discretion.
6.8 Entire Agreement: These Terms of Use constitute the entire agreement between you and LISTedTECH regarding your use of the Websites and related matters, and supersede all prior representations, agreements, statements and understandings, whether verbal or in writing.
IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS OF USE, YOU MUST NOT USE THE Websites.
