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SookSOFT Terms and Conditions
These Terms and Conditions are a legal agreement (the "Agreement") between you individually, or if you are authorized to act on behalf of your company or another organization, between the entity for whose benefit you act ("You" or "Your") and SookSoft an entity carrying on business in the Province of Ontario ("SookSoft" or "we" or "our") (together the "Parties" and individually a "Party"). BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY BROWSING OR USING THE SOOKSOFT SITE, OR BY DOWNLOADING ANY INFORMATION, SCRIPTS OR SOFTWARE FROM THE SOOKSOFT SITE, OR BY INSTALLING OR USING ANY INFORMATION, SCRIPTS, OR MATERIALS FROM THE SOOKSOFT SITE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT THE TERMS OF THIS AGREEMENT, PLEASE CONTACT SookSoft VIA http://software.sooknet.com/v2/contact_us.cfm.
PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. THEY CONTAIN IMPORTANT TERMS AND CONDITIONS INCLUDING WITHOUT LIMITATION DISCLAIMERS AND LIMITATIONS OF LIABILITY, TERMS THAT GOVERN YOUR USE OF THE SOOKSOFT SITE, AND TERMS WHICH PERMIT YOUR AMAZON AFFILIATE ID TO BE SUBSTITUTED BY THE SOOKSOFT AFFILIATE ID IN THE CIRCUMSTANCES DESCRIBED BELOW.
NOTE: SOOKSOFT IS NOT AFFILIATED WITH, SPONSORED OR ENDORSED BY AMAZON.
1. In this Agreement the following terms shall have the following meanings:
(a) "Amazon" means Amazon Services, Inc.
(b) "Amazon Associates Program" means the Amazon Associates Program described at www.Amzaon.com.
(c) "Amazon.com Site" means the Amazon Site that has its primary home page identified by the URL www.amazon.com, and "site" means a World Wide Web site.
(d) "Documentation" means the documentation and associated materials on the SookSoft Site which describe the operation and use of the SookSoft AffiliateSide PageManager Service and Software.
(e) "Operating Agreement" means the Operating Agreement between You and Amazon.
(f) "Your site" means any site that you will link to the Amazon.com Site (and which you will identify in your Amazon Associates Program application).
(g) "SookSoft Affiliate ID" means an Amazon.com Affiliate ID other than Your Amazon.com Affiliate ID of SookSoft or any of its affiliates or principals.
(h) "Sidebar" means the sidebar box created for Your Site which displays Amazon products.
(i) "SookSoft Site" means the web site and related pages located at http://software.sooknet.com/v2.
(j) "SookSoft Software" or "Software" means the proprietary software and associated scripts including the SookSoft AffiliateSide Script and data, regardless of the form or media in or on which it is provided to You, which Software is capable of being used by you in conjunction with the Amazon Associates Program.
(k) "Your Affiliate ID" means the Affiliate ID provided to you by Amazon for use with Your Site.
(l) "SookSoft AffiliateSide Script" means the script available from the SookSoft Site that is called the "SookSoft AffiliateSide Script".
2. License
(a) SookSoft grants you a personal, revocable, non-exclusive, non-transferable license in the United States and Canada to use the SookSoft AffiliateSide PageManager Service and the SookSoft AffiliateSide Script and other downloadable Software, available from the SookSoft Site in accordance with the Documentation solely to facilitate Your participation in the Amazon Associates Program through Your Site ( the "License"). No other licenses are granted hereby and all other licenses and rights are expressly reserved.
(b) Except as the Parties specifically agree in writing, You shall be solely responsible for the operation of Your Site. Further, you represent, warrant and covenant that you are an Amazon Associate and that you will comply with all terms and conditions of the Operating Agreement including obtaining all consents necessary for the operation of Your Site You and the use of the SookSoft AffiliateSide PageManager Service and Software, to the extent any such consents may be required.
(c) The License granted to You hereunder is subject to the following terms and conditions which agree to comply with:
(i) You will only use the Software and access the SookSoft AffiliateSide PageManager Service in accordance with this Agreement and the Documentation;
(ii) If You are acquiring the Software as an individual and not on behalf of a company or other entity, You are over the age of majority;
(iii) You will comply with Your obligations under this Agreement and with all applicable laws, regulations and agreements respecting the use of the Software and access to the SookSoft AffiliateSide PageManager Service;
(iv) You will ensure that any information that is provided to SookSoft pursuant to this Agreement is true, accurate, current and complete;
(v) You will be responsible for all activities with respect to the Software or in accessing the SookSoft AffiliateSide PageManager Service undertaken by You or undertaken by anyone who has access to the Software or such service through You;
(vi) You represent and warrant, as an individual or on behalf of a company or other entity, that You have the right and the authority to enter into this Agreement;
(vii) You do not have the right to obtain or use any source code for the Software, and You agree that, except to the extent that SookSoft is expressly precluded by law from prohibiting You from doing so, You will not add to, alter, modify, substitute information, adapt, create derivative works, translate, reverse engineer, decompile or disassemble the Software (including any information or data in the SookSoft AffiliateSide Script), or attempt to perform any of the foregoing prohibited activities, or otherwise derive or attempt to derive the source code of any Software or portion thereof, and You further agree not to permit, authorize, acquiesce, encourage, allow or enable any other person to do so;
(viii) You will not sell or transfer, or attempt to sell or transfer, the Software or any part thereof without the written permission of SookSoft or use the Software or access the SookSoft AffiliateSide PageManager Service on behalf of a third party whether in the operation a service bureau or otherwise;
(ix) You will cooperate with SookSoft and provide information and copies of records requested by SookSoft to assist SookSoft in investigating or determining whether there has been a breach of all or part of this Agreement and provide SookSoft with access to the premises and computers where the Software is used; and
(x) You are and will continue to be a member in good standing of the Amazon Associates Program.
3. Right to Upgrades
Nothing herein obligates SookSoft to supply You with future upgrades or updates of the Software. However, if SookSoft does provide You with any upgrades or updates to the Software, either directly or indirectly, such updates or upgrades shall be subject to the terms and conditions of this Agreement or such agreement, if any, which accompanies such upgrades or updates. Except to the extent that SookSoft is expressly precluded by law from prohibiting these activities, You may not print, copy, reproduce, distribute, modify or in any other manner duplicate the Software, in whole or in part. You may not copy any Documentation unless specifically authorized in writing to do so by SookSoft.
4. Ownership of Intellectual Property
(a) Ownership. You do not acquire any intellectual property or other proprietary rights, including patents, designs, trademarks, copyright or rights in any confidential information or trade-secrets, in or relating to the SookSoft AffiliateSide PageManager Service or Software, or content or materials on the SookSoft Site, including, without limitation, Software, photographs, illustrations, diagrams, text, HTML, graphics, files, code, layouts, designs, forms and the selection and arrangement thereof (collectively, the "Site Materials") under this Agreeement. The Software is only licensed to You as expressly set out herein, and it and all Documentation is protected by Canadian, U.S. and international copyright and patent laws pursuant to international conventions and treaties. There are severe penalties, both civil and criminal, for intellectual property infringement. You agree that nothing in this Agreement shall affect any rights and recourse to any remedies that SookSoft may have under any applicable law relating to the protection of SookSoft's intellectual property or other proprietary rights.
(b) Trademarks. SOOKSOFT's trademarks (the "Trademarks" and including, without limitation, "SOOKSOFT" and "SOOKNET" and its respective designs and/or logos, along with all page headers, custom graphics, button icons, and scripts are trademarks, registered trademarks and/or trade dress of SOOKSOFT. All other trademarks, registered trademarks, product names and company names or logos mentioned herein are the property of their respective owners.
(c) Restrictions on Use. Except as expressly set forth in these Terms and Conditions, you are not granted any right or license, including without limitation by implication, estoppel, or otherwise, in or under any patent, trademark, copyright, or proprietary right of SOOKSOFT or any third party, including any Trademark. Subject to applicable law, and except as expressly permitted under these Terms and Conditions, you may not use and are strictly prohibited from using, copying or imitating any Trademarks, including use in HTTP headers, meta tags or any other non-visible pages, text or code, without our prior written consent.
5. Use of the SookSoft AffiliateSide Script and the SookSoft AffiliateSide PageManager Service
To subscribe for the SookSoft AffiliateSide PageManager Service you must fill out the on-line application form and agree to the Terms and Conditions available at the SookSoft Site. Upon registration You may test and configure multiple versions of the Sidebar for display at Your Site. Configuring the Sidebar includes testing queries and creating or choosing from a variety of styles which affects the Sidebar's appearance. Once the Sidebar has been created using the SookSoft AffiliateSide PageManager Service You may copy the SookSoft AffiliateSide Script to Your Site. When Your Site loads the page/pages to display a Sidebar a request is made to the SookSoft server which request is intended to be transmitted to Amazon.com's XML developer's service asking for the search results for Your query. Your Affiliate ID is placed in Sidebar links on the average of 95% of the time. Approximately 5% of the time, on average, a function is executed by SookSoft that substitutes a SookSoft Affiliate ID in place of Your Affiliate ID. When a user of Your Site clicks on any link from the Sidebar it should take them to a page on the Amazon.com Site that is associated with the product clicked upon. In the event a product is purchased by that user, the Amazon Affiliate ID in the Sidebar link (either Your Affiliate ID or the SookSoft Affiliate ID, as applicable) should receive the credit for the purchase from the Amazon Associate Program: The substation of the SookSoft Affiliate ID and the remuneration to SookSoft flowing there from is the consideration for Your use of the SookSoft Site, the SookSoft AffiliateSide PageManager Service and the Software.
6. Export Controls
You acknowledge that the Software may include encryption software that may be controlled for import, export or purposes under the laws and regulations of the country(ies) and/or territory(ies) in which the Software is used ("Applicable Law"). In particular, You acknowledge that the Software is of Canadian origin, is subject to Canadian laws and regulations, and may be subject to restrictions on export or re-export to countries subject to Canadian embargoes (currently Angola, Eritrea, Ethiopia, Iraq, Liberia, Myanmar (Burma), Rwanda and Sierra Leone) or to persons or entities prohibited from receiving Canadian exports (including, but not limited to, those involved with missile technology or nuclear, chemical or biological weapons). You hereby represent that: (i) to the best of Your knowledge You are eligible to receive Software under Applicable Law; and (ii) You will import, export, or re-export the Software to, or use the Software in, any country or territory only in accordance with Applicable Law.
7. Term and Termination
(a) This Agreement shall be effective upon Your agreement to be bound by the terms of this Agreement, (as manifested by the conduct described in the preamble above) and shall end upon termination of this Agreement in accordance with the provisions set out herein. Upon expiration or termination of this Agreement, You will cease all use of the SookSoft AffiliateSide PageManager Service and Software and destroy and/or permanently delete all copies of the Software in Your possession.
(b) If You breach any provision of this Agreement SookSoft may, in addition to all other rights and remedies provided by this Agreement or by law, terminate this Agreement. In addition, SookSoft may terminate this Agreement and cease to provide the SookSoft AffiliateSide PageManager Service if SookSoft is prevented from licensing or providing any portion of the SookSoft Solution. SookSoft shall have no liability to You arising from or related to the termination of this Agreement as set out herein.
8. Your Warranty
(a) By submitting personal information (including, without limitation, personal information about employees and customers) to SookSoft pursuant to this Agreement, including without limitation names, addresses and telephone numbers, You warrant that You have obtained all consents necessary under Applicable Law to release such personal information to SookSoft for the collection, use, processing, transmission and disclosure of such information for the purposes of SookSoft internal use, and for any purposes for which SookSoft may reasonably require such information in order to facilitate provision of the Services, and in accordance with SookSoft's privacy policy, which may be viewed at http://software.sooknet.com/v2/privacy.cfm. SookSoft reserves the right to modify its privacy policy from time to time in its discretion.
(b) You will, at Your expense, obtain and maintain the governmental authorizations, licenses, registrations and filings that may be required under the laws of Your jurisdiction to execute or perform this Agreement. In the event any governmental authorization, license, registration and/or filing is required, You will notify SookSoft of such requirement and will only proceed with any governmental authorization, license, registration and/or filing process upon SookSoft's express written consent. You will otherwise comply with all laws, regulations and other legal requirements within Your jurisdiction that apply to this Agreement or any related license agreements.
9. Modification of Terms and Conditions
You may not modify, supplement or amend the Terms and Conditions in any manner. SookSoft reserves the right to modify, supplement or amend the Terms and Conditions in our sole discretion from time to time and without liability to you or any other person. If the Terms and Conditions are modified, supplemented or amended, we will post the new terms on the SookSoft Site and will indicate the date they were last updated. Any modification, supplement or amendment will be effective upon posting of the Terms and Conditions as revised on the SookSoft Site. Your Use of the SookSoft Site, the SookSoft AffiliateSide PageManager Service, or the Software (including any Sidebars used in conjunction with SookSoft AffiliateSide Scripts) following the posting will constitute your acceptance of and agreement with the new Terms and Conditions.
10. Restrictions on use of the SookSoft Site
Except as expressly permitted under these Terms and Conditions, any use of the SookSoft Site or the SookSoft Site Materials including any commercial use, reproduction for purposes other than those described above, or any modification, distribution, republication, display, or performance without SookSoft's prior written permission is strictly prohibited and, without limiting the generality of the foregoing, you agree not to, without SookSoft's prior written consent:
(a) use the SookSoft Site in any manner or for any purpose not expressly permitted by this Agreement including, without limitation: (i) modification, adaptation, translation, reverse engineering, decompilation, disassembly or conversion into human readable form any of the SookSoft Site Materials not intended to be so read, including use or directly view the underlying HTML or other code from the SookSoft Site except as interpreted and displayed in a web browser; (ii) copying, imitating, mirroring, reproducing, distributing, publishing, downloading, displaying, performing, posting or transmitting any Site Materials in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise; (iii) selling, reselling or making any commercial use of the SookSoft Site Materials or access thereto other than as Authorized hereunder; (iv) creating any derivative works of the SookSoft Site Materials; or (v) using any data mining, robots, bots, spiders, automated tools or other data gathering and extraction methods, directly or indirectly, on the SookSoft Site Materials or to collect any information from the SookSoft Site or any other user of the SookSoft Site;
(b) upload to, distribute, transmit or otherwise publish to or through the SookSoft Site any message, information, text or other material ("Content") that: (i) is or is likely to be construed as unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable; (ii) would constitute or encourage a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any local, provincial, state, national, or international law; (iii) may infringe any patent, trademark, trade secret, copyright, or other intellectual, moral, proprietary, publicity, contractual or other right of any party, and by posting any Content, you represent and warrant that you have the lawful right to distribute and reproduce such Content; (iv) may be harmful or deleterious, including without limitation, viruses, Trojan horses, worms, time bombs, zombies, cancel bots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information; (v) includes charity requests, petitions for signatures, chain letters or letters relating to pyramid schemes, advertising or solicitations for funds, political campaigning, mass mailings, any form of unsolicited commercial or non-commercial email or "spam," (regardless of whether the email itself complies with the requirements of federal or state law for sending commercial email) or offering or disseminating fraudulent goods, services, schemes or promotions; (vi) contains any error, deficiency, omission, misstatement or misrepresentation;
(c) use another person's account, password or other information without that person's prior written authorization and prior written notification to SookSoft, create or use a false identity on the SookSoft Site or impersonate any person or entity or otherwise misrepresent your identity, status, qualifications or affiliations; or
(d) use the SookSoft Site for any unlawful purpose or in any unlawful manner, or in any manner which is otherwise contrary to or violates any law, regulation or the rights of any third party or in a manner that could damage, disable, overburden, or otherwise interfere with the normal operation of the SookSoft Site, including any other person's use or enjoyment of the SookSoft Site.
11. Passwords and Security
If you use a password to access the SookSoft Site or any portion of it, then you are responsible for maintaining the confidentiality of the password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur on your account or with your password. In the event that the confidentiality of your account or password are compromised, or you suspect such confidentiality is compromised, in any manner, you will notify SookSoft immediately. We reserve the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the SookSoft Site and your account, including without limitation, terminating your account, changing your password or requesting information to authorize transactions on your account. Notwithstanding the above, we may rely on the authority of anyone accessing your account or using your password and in no event will we be held liable to you for any liabilities or damages resulting from or arising out of: (a) any action or inaction of SookSoft under this provision, (b) any compromise of the confidentiality of your account or password, and (c) any unauthorized access to your account or use of your password.
12. Submissions
(a) Your Information. If you register on the SookSoft Site, you agree that (i) any information you provide to us will be current, true, accurate and complete, and further agree to update such information in respect of any changes the next time you use the SookSoft Site following such changes, and (ii) you are a member of the Amazon Associates program and in good standing.
(b) Other Submissions. We do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved goods, services or technologies, product enhancements, processes, materials, marketing plans, or new product names. The purpose of this policy is to avoid potential misunderstandings or disputes. Accordingly, please do not send any unsolicited ideas, suggestions or other materials to us, whether through this website or otherwise.
(c) License for Submissions. If you do send, submit or transmit questions, comments, suggestions, ideas (including without limitation any of the ideas noted above), plans, notes, drawings, original or creative materials or other information (collectively, "Submissions") to the SookSoft Site, or to us by e-mail, through the SookSoft Site, or by other means, except as governed by our Privacy Policy, you agree that you remain solely responsible and liable for your Submissions, and that Submissions may be treated by us as non-confidential. You further hereby grant (or warrant that the owner of the Submissions has granted) to us and our assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on our part or of our assigns, and you hereby waive all moral rights, or agree, represent and warrant that all moral rights in the Submissions (including without limitation the rights of paternity, attribution and integrity) are irrevocably waived, in favour of us and our assigns.
(d) Monitoring Activity. We have the right, but not the obligation, to monitor any activity, Submissions and Content associated with forums and interactive areas on the SookSoft Site. We may investigate any reported violation of our policies or complaints and take any appropriate action that we deem appropriate. Such action may include, but is not limited to, issuing warning, suspension or termination of service, or removal of posted Submissions or Content.
13. Disclaimers and Limitations of Liability
(a) THE SOOKSOFT AFFILIATESIDE PAGEMANAGER SERVICE, SOOKSOFT SITE, AND SITE MATERIALS INCLUDING SOFTWARE ARE PROVIDED TO YOU 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTY, CONDITION OR REPRESENTATION OF ANY KIND. SOOKSOFT SHALL HAVE NO LIABILITY TO YOU OR THIRD PARTY, CLAIMING BY OR THROUGH YOU, FOR ANY ISSUE RELATING TO THE SOOKSOFT AFFILIATESIDE PAGEMANAGER SERVICE, SOOKSOFT SITE, OR SITE MATERIALS INCLUDING WITHOUT LIMITATION, THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF SAME.
(b) IN NO EVENT SHALL SOOKSOFT BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, LOSS OF INCOME OR REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, DOWNTIME COSTS, LOSS OF USE OF YOUR SITE, COST OF SUBSTITUTE GOODS, FACILITIES, OR SERVICES, COST OF CAPITAL, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR IN RELATION TO THE PROVISION OF THE SOOKSOFT AFFILIATESIDE PAGEMANAGER SERVICE OR SITE MATERIALS INCLUDING SOFTWARE, ITS PERFORMANCE OR LACK OF PERFORMANCE, EVEN IF SOOKSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THIS LIMITATION AND EXCLUSION IS REASONABLE. IN NO EVENT WILL SOOKSOFT BE LIABLE UNDER OR RELATED THIS AGREEMENT FOR DAMAGES THAT EXCEEDS IN THE AGGREGATE FOR ANY AND ALL CLAIMS THE SUM OF (CDN) $50.00.
(c) SOOKSOFT DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE INFRINGEMENT, AND ANY OTHER IMPLIED WARRANTY OR CONDITION ARISING BY STATUTE OR CUSTOM OR USAGE OF TRADE. THE PARTIES ALSO AGREE THAT THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT ("UCITA"), AS ENACTED IN ANY STATE SHALL NOT APPLY TO THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW UCITA IS HEREBY EXCLUDED IN ITS ENTIRETY FROM APPLICATION TO THIS AGREEMENT. THE LIMITED WARRANTIES SET OUT IN THIS AGREEMENT GIVE YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY BY STATE OR PROVINCE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES AND CONDITIONS. TO THE EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTIES OR CONDITIONS TO THE EXTENT THEY CANNOT BE EXCLUDED AS SET OUT ABOVE ARE LIMITED TO NINETY (90) DAYS FROM WHEN YOU FIRST RECEIVED OR USED THE ITEM THAT GAVE RISE TO THE CLAIM OR TO WHICH THE CLAIM RELATES.
(d) SOOKSOFT SHALL BE LIABLE TO YOU AS EXPRESSLY PROVIDED IN THIS AGREEMENT BUT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHALL HAVE NO OTHER OBLIGATION, DUTY, OR LIABILITY WHATSOEVER IN CONTRACT, TORT OR OTHERWISE TO YOU INCLUDING ANY LIABILITY FOR NEGLIGENCE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION BY YOU INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN.
14. Disclaimer, Exclusions and Limitations
We take no responsibility and assume no liability for any Submissions or Content posted or uploaded by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. We reserve the right, in our sole discretion, to remove or edit any Submissions or Content that violates the Terms and Conditions, or is otherwise objectionable. We may access at any time and use internally for any lawful purpose information stored on our systems, including the content of any emails or other communications. We may disclose such information to any third party including law enforcement agencies to protect our rights or property, in response to legal process, or in a good faith belief that such disclosure is justified or required in an emergency situation.
15. Hyperlinks
(a) Links to the SookSoft Site. You are granted a limited, non-exclusive right to create a hypertext link to the SookSoft Site, provided such link does not portray us or any of our products or services or those of Amazon in a false, misleading, derogatory, unflattering or defamatory manner. This limited right may be revoked at any time. You may not use, frame or utilize framing techniques to enclose any Trademark or any Site Materials without our express written consent.
(b) Third Party Links. The SookSoft Site may from time to time include links to, other Internet sites or resources and businesses operated by other persons (collectively "Other Sites"). Other Sites may be independent from us, and we do not have responsibility or liability for or control over Other Sites, their business, goods, services, or content. Links to Other Sites are provided solely for your convenience. Your use of Other Sites and your dealings with the owners or operators of Other Sites are at your own risk, and you shall not make any claim against us arising out of your use of any Other Sites or your dealings with the owners or operators of any Other Sites. We make no claim, representation or warranty regarding, do not endorse, and accept no responsibility for, the quality, content, nature, reliability, products, information, or services of Other Sites, or web sites linking to the SookSoft Site.
16. Privacy Policy
You agree that SOOKSOFT can collect, use and disclose personal information about you in accordance with our Privacy policy, a copy of which is located at http://software.sooknet.com/v2/privacy.cfm.
17. Indemnity
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SOOKSOFT FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, EXPENSES AND COSTS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL FEES AND EXPENSES, INCURRED BY SOOKSOFT ARISING FROM OR RELATED TO OR CONNECTED TO(I) INFRINGEMENT OF PATENTS OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS ARISING FROM COMBINING WITH OR USING ANY DEVICE, SYSTEM OR SERVICE IN CONNECTION WITH THE SOOKSOFT AFFILIATESIDE PAGEMANAGER SERVICE OR SOFTWARE; (II) DAMAGES ARISING FROM YOUR BREACH OF THIS AGREEMENT; (III) ANY THIRD PARTY CLAIM THAT RELATES TO OR ARISES FROM YOUR USE OF THE SOOKSOFT AFFILIATESIDE PAGEMANAGER SERVICE OR SOFTWARE; (IV) CLAMS OR DEMANDS MADE BY AMAZON ARISING FROM OR RELATED TO THIS AGREEMENT, (V) ANY CONTENT YOU SUBMIT OR PROVIDE, OR YOUR VIOLATION OF ANY THIRD PARTY RIGHTS. YOU WILL ASSIST AND CO-OPERATE AS FULLY AS REASONABLY REQUIRED BY SOOKSOFT IN THE DEFENCE OF ANY SUCH CLAIM OR DEMAND. YOU UNDERSTAND AND AGREE THAT INDIRECT OR ATTEMPTED VIOLATIONS OF THESE TERMS AND CONDITIONS, AND ACTUAL OR ATTEMPTED VIOLATIONS BY A THIRD PARTY ON YOUR BEHALF WILL BE CONSIDERED VIOLATIONS OF THESE TERMS AND CONDITIONS BY YOU.
18. Applicable Law, Venue and Limitation of Actions
(a) These terms and conditions shall be governed by and construed in accordance with the laws of the Province of Ontario applicable to agreements made and entirely to be performed within the Province of Ontario, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws.
(b) If You reside in Canada and the Software is downloaded to you in Canada, this Agreement is to be construed under the laws of the Province of Ontario. Otherwise, this Agreement is to be construed under the laws of the State of New York, excluding any body of law governing conflicts of law. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. The Parties specifically agree that in the event that there is a dispute under or related to this Agreement the sole and exclusive venue for such dispute shall be the courts of the Province of Ontario and You specifically attorn to the jurisdiction of the courts of the Province of Ontario and waive all defences thereto and acknowledge and agree that the Province of Ontario is the convenient forum for the resolution of any dispute. Any dispute shall not be resolved by jury trial and the Parties waive their right to trial by jury.
19. Electronic Documents and Communications
(a) When you visit the SookSoft Site or send e-mail to us, you are communicating with us electronically. You consent to receive communications from us electronically and agree that we may communicate with you by e-mail or by posting notices on the SookSoft Site.
(b) This electronic document and any other electronic documents, policies and guidelines incorporated herein will be: (i) deemed for all purposes to be a "writing" or "in writing," and to comply with all statutory, contractual, and other legal requirements for a writing: (ii) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (iii) deemed an "original" when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation or administer of proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.
20. English Language
The parties have requested that this agreement and all related documents be drawn up in the English language only. Les parties aux présentes on demandé que la présente convention et tous les documents et conventions s'y rapportant soient rédigées en langue anglaise seulement.
21. Other Matters
(a) If any provision of these Terms and Conditions is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.
(b) The provisions of these Terms and Conditions will enure to the benefit of and be binding upon us and each of our respective successors and assigns and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign these Terms and Conditions or your rights and obligations hereunder without our express prior written consent, which may be withheld in our sole discretion. We may assign these Terms and Conditions and our rights and obligations hereunder without your consent.
(c) No waiver, express or implied, by either party of any breach of or default under these Terms and Conditions will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.
(d) You and we are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these Terms and Conditions or your use of the SookSoft Site.
(e) If you are experiencing difficulties in using the SookSoft Site, please contact us at http://software.sooknet.com/v2/contact_us.cfm.
(f) Except as otherwise provided in this Agreement, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered by email which shall be deemed to have been duly given when transmitted to an email address furnished by You to SookSoft or by SookSoft to You.
(g) Notwithstanding any other provision of this Agreement, neither Party shall be deemed in default of this Agreement for failure to fulfill its obligations when due to causes beyond its reasonable control. This provision shall not be construed as excusing nonperformance of any obligation by either Party to make payment to the other Party under this Agreement.
22. Entire Agreement
This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereto and the use thereof, and cancels and supersedes any prior understandings and agreements between the Parties hereto with respect thereto. There are no provisions, representations, undertakings, agreements, or collateral agreements between the Parties other than as set out herein in this Agreement. Further, You acknowledge that no statements or representations made by or on behalf of SookSoft have been relied upon by You in agreeing to enter into this Agreement.
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