License Agreement

LICENSE TERMS OF USE

1.    Introduction

The following terms and conditions are the Terms of Use setting out the agreement between you and the Add-in Provider (the "Add-in") made available by 1000224182 ONTARIO INC. ("Zibbit", "we", "us" or "our").

The contents of the Add-in include, without limitation, all information, data, products, materials, services, software applications and tools, design elements, text, images, photographs, illustrations, audio and video contents, artwork, graphics contained therein or otherwise made available to you in connection therewith (collectively the "Contents") and, unless the context clearly requires otherwise, or we explicitly say so in writing, the term "Add-in" includes all of the Contents. 

These Terms of Use constitute a legally binding agreement between you and Zibbit regarding your use of and access to the Add-in. 

These Terms of Use do not alter in any way the terms and conditions of any other agreement you may have with Zibbit, unless otherwise agreed to in writing by Zibbit.   If you breach any of these Terms of Use, your authorization to use the Add-in automatically terminates and you must immediately destroy any Contents in your possession and discontinue all use of the Add-in.

BY DOWNLOADING, INSTALLING, OR USING THE ADD-IN, OR ATTEMPTING TO DO ANY OF THESE, YOU HAVE ACCEPTED THESE TERMS. IF YOU DO NOT INTEND TO ACCEPT THEM, YOU HAVE NO RIGHT TO (AND MUST NOT) DOWNLOAD OR USE THE APP.

2.    Provision of the Add-in by Zibbit

You acknowledge and agree that the form and nature of the Add-in may change from time to time without prior notice to you.

You acknowledge and agree that Zibbit may stop (permanently or temporarily) providing the Add-in (or any features within the Add-in) to you or to users generally, at Zibbit's sole discretion, without prior notice to you.  You may stop using the Add-in at any time.  You do not need to inform Zibbit when you stop using the Add-in or any of its features.

You acknowledge and agree that if Zibbit disables access to your account, you may be prevented from accessing the Add-in, your account details or any files or other content which is contained in your account.

3.    Use of the Add-in by You

Your use of the Add-in is subject to all applicable local, provincial, state and federal laws and regulations.  You may not use, allow, or enable others to use the Add-in, or knowingly condone use of the Add-in by others, in any manner that is, attempts to, or is likely to:

o    be obscene, fraudulent, defamatory, libelous, indecent, discourteous, racially or ethnically offensive, harassing, threatening, abusive, pornographic or discriminatory;

o    affect us adversely or reflect negatively on us, the Add-in, our goodwill, name or reputation or cause duress, distress, or discomfort to us or anyone else, or discourage any person, firm, or enterprise from using all or any portion, features, or functions of the Add-in, or from advertising, linking, or becoming a supplier to us in connection with the Add-in;

o    send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called "spamming" and "phishing";

o    transmit, distribute, or upload content or programs that contain any viruses, Trojan horses, worms or other disabling devices or harmful components intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information;

o    modify, disrupt, impair, alter, or interfere with the use, features, functions, operation, or maintenance of the Add-in or the rights or use and enjoyment of the Add-in by any other user;

o    advocate or encourage any illegal activity;

o    infringe upon or misappropriate the copyright, patent, trademark, trade secret, publicity rights or other intellectual property or proprietary rights of Zibbit or any third party;

o    violate the privacy of any individual or entity, including users of the Add-in; or

o    violate any applicable local, provincial, state or national laws or regulations (anywhere in the world).

In order to access certain products and services or as part of the account registration process, you may be required to provide information about yourself (such as identification or contact details).  You agree that any registration information you give to Zibbit will always be accurate, correct and up to date.

Unless you have been specifically permitted to do so in a separate agreement with Zibbit, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Contents or any Zibbit products and services for any purpose.

You agree that you are solely responsible for (and that Zibbit has no responsibility to you or to any third party for) any breach of your obligations under these Terms of Use and for the consequences (including any loss or damage which Zibbit may suffer) of any such breach.

4.    Scope of License

The Add-in is licensed, not sold. This agreement only gives you some rights to use the Add-in. The Zibbit reserves all other rights. Unless the law gives you more rights despite this limitation, you may use the Add-in only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the Add-in that only allow you to use it in certain ways. You may not:

o    work around any technical limitations in the Add-in;

o    reverse engineer, decompile, or disassemble the Add-in;

o    sell, transmit, host or otherwise commercially exploit the Add-in;

o    make more copies of the Add-in;

o    publish or otherwise make the Add-in available for others to copy; or rent, lease or lend the Add-in or the credentials for same.

5.    Accepting the Terms of Use and Additional Terms

By accessing and using the Add-in in any manner, you acknowledge that you have read these Terms of Use and all of the terms and conditions contained herein.  Before continuing to use the Add-in, please read these Terms of Use and contact us if you have any questions.

Zibbit reserves the right to amend, modify and supplement these Terms of Use from time to time as it sees fit with additional terms and conditions that govern certain information, content, products and services made available to you via the Add-in ("Additional Terms").  By accessing and using the Add-in, you accept and agree to comply with and be bound by such Additional Terms.  Please review these Terms of Use from time to time to ensure that you are aware of and understand any Additional Terms.

The Additional Terms, the Privacy Statement and the Copyright Statement (located on the Add-in) are hereby incorporated by reference into these Terms of Use and form part of the legally binding agreement between you and us.  To the extent that there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms shall govern.   These Terms of Use will remain in full force and effect as long as you are a user of the Add-in and, in the event of termination of any product, service or feature, you will still be bound by your obligations under these Terms of Use, the Privacy Statement, the Copyright Statement and any Additional Terms.

6.    Click-Through Agreements

Before you use certain areas of the Add-in, you may be asked to indicate your acceptance of certain special terms and conditions by clicking on a button marked "OK" or "I agree".  Any special terms and conditions to which you agree will supplement and amend these Terms of Use.  

7.    Privacy and Personal Information

We may use your email address to verify your identity, protect against fraud, and contact you.  In addition, we may use it to send you updates about your user account, new products and services, and Add-in updates.  Your personal information will not be released to any third party.  The list of Add-in members will not be bought, sold, loaned, re-appropriated, re-used, given or provided outside of Zibbit for any reason.  Any information you may receive from a third party via the Add-in will be facilitated and sent through Zibbit, not through the third party.

Personal information submitted by users to the Add-in may be employed for the purposes of maintaining the integrity of the Add-in and its contents, contacting our users when necessary, and improving the quality of service provided by the Add-in. Zibbit servers note details such as the server you are logged onto and your IP address.  This information is obtained solely for the purpose of maintaining the Add-in's integrity and improving our service. Zibbit may ask you for more personal information from time to time in a survey format.  This information is specifically used to ensure that the Add-in is up-to-date and relevant, and that the products and services provided to you in advertising format are relevant and of interest to you.  Any information used as demographics will not reveal the source, and will be kept secure.  This further information provided by you is on an optional basis.

Zibbit reserves the right to disclose your personally identifiable information as required by law and when we believe that disclosure is necessary to protect our rights and/or comply with a judicial proceeding, court order, or legal process served on our Add-in(s); or to protect our company and our Members.   While we make every effort to ensure the integrity and security of our network and systems, we cannot guarantee that our security measures will prevent third-party "hackers" from illegally obtaining this information.

Questions or requests with respect to your personal information may be sent via email to zibbit.info@zibbit.ca.

8.    Ownership of Intellectual Property Rights

The Add-in together with all trademarks and other intellectual property displayed, distributed, or otherwise made available via the Add-in, is the exclusive property of Zibbit, and its successors, assigns, licensors, and/or suppliers.  Unless you have agreed otherwise in writing with Zibbit, nothing in these Terms of Use gives you a right to use any of the Contents, Zibbit's trademarks or other intellectual property of Zibbit.  You may not assign or transfer any of the Contents and you may not grant a license to use or access the Add-in to any party.

No information or statement contained in these Terms of Use or the Add-in shall be construed as conferring, directly or by implication, estoppel or otherwise, any license or right under any patent, copyright, trademark, or other intellectual property right of Zibbit or any third party.  You must not alter, delete, or conceal any copyright or other notices contained on the Add-in, including notices on any of the Contents that you are permitted to download, transmit, display, print, or reproduce from the Add-in.

You may not allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Contents without the express prior written consent of Zibbit or its owner if Zibbit is not the owner. 

Any unauthorized or prohibited use of any Contents may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, state and local laws. 

The limited rights granted to you under these Terms of Use may be revoked by Zibbit at any time for any reason whatsoever. 

9.    Third-Party Information

Any third-party content, data or publications made available through the Add-in are furnished by Zibbit on an as-is basis for your convenience and information.  Any opinions, advice, statements, services, offers, or other information made available by third parties, including program hosts, information providers, or any user of the Add-in, are those of the respective author(s) or publisher(s) and not of Zibbit. Zibbit DISCLAIMS ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE INFORMATION IN SUCH PUBLICATIONS IS ACCURATE OR COMPLETE.

10.    No Warranty

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE ADD-IN IS AT YOUR SOLE RISK AND THAT THE ADD-IN AND THE CONTENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE."

IN PARTICULAR, Zibbit AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

(a)    YOUR USE OF THE ADD-IN WILL MEET YOUR REQUIREMENTS OR THE REQUIREMENTS OF ANY COURT, TRIBUNAL, OR BOARD,

(b)    YOUR USE OF THE ADD-IN WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

(c)    ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE ADD-IN WILL BE ACCURATE OR RELIABLE, AND

(d)    THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE ADD-IN WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED, COMPILED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE ADD-IN IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Zibbit OR THROUGH OR FROM THE ADD-IN SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

Zibbit FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

11.    Limitation of Liability

SUBJECT TO SECTION 12 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT Zibbit, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(a)    ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT, LOSS OF GOODWILL OR BUSINESS REPUTATION, LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; AND

(b)    ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(i)    ANY CHANGES WHICH Zibbit MAY MAKE TO THE ADD-IN, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE ADD-IN (OR ANY FEATURES WITHIN THE ADD-IN);

(ii)    THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY USER CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE ADD-IN;

(iii)    YOUR FAILURE TO PROVIDE Zibbit WITH ACCURATE ACCOUNT INFORMATION;

(iv)    YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

THE LIMITATIONS ON Zibbit'S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT Zibbit HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

12.    Termination

We may terminate your use of the Add-in and/or access to the Contents, features, functionality, products and services made available in connection therewith, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party.

If you want to terminate your account with Zibbit, you may do so by closing your account, where Zibbit has made this option available to you.

Zibbit may at any time, terminate your use of the Add-in if:

(a)    you have breached any provision of these Terms of Use (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms of Use);

(b)    Zibbit is required to do so by law (for example, where the provision of the Add-in to you is, or becomes, unlawful);

(c)    the partner with whom Zibbit offered the services to you has terminated its relationship with Zibbit or ceased to offer the services to you;

(d)    Zibbit is transitioning to no longer providing the Add-in to users in the country in which you are resident or from which you use the Add-in; or

(e)    the provision of the Add-in to you by Zibbit is, in Zibbit's opinion, no longer commercially viable.

When these Terms of Use come to an end, all of the legal rights, obligations and liabilities that you and Zibbit have benefited from, been subject to (or which have accrued over time while the Terms of Use have been in force) or which are expressed to continue indefinitely, shall be unaffected by such termination.

13.    Indemnification

You agree to indemnify, defend, and hold harmless Zibbit and its successors and assigns, and any of their respective officers, directors, employees, members, agents, representatives, licensors, advertisers, and suppliers from any liability, loss, claim, and expense (including reasonable legal fees) related to (a) your violation of these Terms of Use, and (b) your use of the Add-in.

We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement, or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as we may request.  

14.    General

These Terms of Use, together with any Additional Terms, the Privacy Policy and the Copyright Statement constitute the entire agreement between you and Zibbit relating to your use and our provision of the Add-in. 

You agree that Zibbit may provide you with notices, including those regarding changes to these Terms of Use, by email, regular mail, or postings on the Add-in.

You agree that if Zibbit does not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or which Zibbit has the benefit of under any applicable law), this will not be taken to be a formal waiver of Zibbit's rights and that those rights or remedies will still be available to Zibbit.

If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, this will not affect any other provision of these Terms of Use and the agreement between you and us will be deemed amended to the extent necessary to make it legal, valid, and enforceable. 

The laws of the Province of Ontario and the federal laws applicable therein shall govern these Terms of Use in all respects, without giving effect to conflicts of laws principles.

No e-mail address found on the Add-in may be harvested or otherwise used for purposes of solicitation. 

15.    Obtaining Zibbit's Consent

To request the consent of Zibbit for any of the actions for which such consent is required under these Terms of Use, please send an e-mail to zibbit.info@zibbit.ca.   Zibbit reserves the right to refuse any such requests in its sole discretion.