Terms and Conditions

Effective date: January 1, 2020

These Terms of Use govern your use of the website located at www.varicent.com website (the "Service") operated by Varicent US OpCo Corporation ("us", "we", or "our").

Please read these Terms of Use carefully before using Service. These Terms of Use and the Varicent Privacy Policy (the "Varicent Private Policy" and together with these Terms of Use, the "Terms") are a legal agreement between you and us. Your access to and use of the Service is based on your acceptance of and compliance with these Terms.

BY ACCESSING OR USING THE SERVICE YOU AGREE TO BE BOUND BY THE TERMS AND ACCEPT ALL LEGAL CONSEQUENCES. IF YYOU DO NOT AGREE TO THE TERMS, YOU MAY NOT USE THE SERVICE.

Accounts

When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access the Service and you agree not to provide access to your account, username, or password to others. You are solely responsible for any activities or actions that occur through use of your account.

You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. We will have no liability associated with or arising from your failure to maintain accurate account information or for any loss or damage of any kind that may arise as a result of the unauthorized access to or use of your account (with or without your knowledge), except to the extent the foregoing limitation is prohibited by applicable law.

Intellectual Property

The Service and its content, including but not limited to text, images, graphics, and code are our sole property and protected by copyright, trademark, database and other intellectual property rights. You may display, cope, download, print portions of the Service's content only for your own non-commercial use. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a licence to use any of our trademarks, service marks, or logos or those of our affiliates, licensors, or partners. You further agree not to change or delete any proprietary notices from content that you download from the Service. We reserve all rights not expressly granted to you in the Terms.

Links To Other Web Sites

The Service may contain links to web sites or services that are not owned or controlled by us (“Third Party Services”).

We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any Third Party Services and you access them at your own risk. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any Third Party Services or any content, goods, or services available through them.  The inclusion of a link to any Third Party Service on the Service does not imply our endorsement of such Third Party Service or any association between us and the operator of that Third Party Service.  YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LOSS, DAMAGES, OR OTHER LIABILITIES YOU INCUR AS A RESULT OF YOUR ACCESS TO OR USE OF ANY THIRD PARTY SERVICE.

We strongly advise you to read the terms and conditions and privacy policies of each Third Party Service before using that Third Party Service.

Termination

We may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach the Terms.  All provisions of the Terms, other than your right to use the Service, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.  Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

Indemnification

You hereby indemnify, defend and hold harmless us, our principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers and agents (collectively, the “Varicent Parties”), from and against any claims, losses, damages, obligations, costs, actions, or demands that arise from or relate to (a) your use of the Service, including without limitation, your breach of any of the Terms, applicable law, or any intellectual property, privacy, or other rights of any person or entity or (b) your account, including any negligent or illegal conduct any person or entity accessing the Service using your account, whether such access is obtained via fraudulent or illegal means.

Limitation Of Liability

THE FOLLOWING LIMITATIONS AND EXCLUSIONS APPLY EXCEPT TO THE EXTENT EXPRESSLY PRECLUDED BY APPLICABLE LAW. IN THOSE JURISDICTIONS, ALL OR A PORTION OF THE FOLLOWING LIMITATIONS MAY NOT APPLY TO YOU AND THE SCOPE AND DURATION OF THE WARRANTIES SET FORTH IN THE TERMS AND THE EXTENT OF THE VARICENT PARTIES’LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW. THE VARICENT PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, DAMAGES FOR ECONOMIC LOSS, LOSS OR DAMAGE TO ELECTRONIC MEDIA OR DATA, LOSS OF GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF THE SERVICE; (B) YOUR INABILITY TO ACCESS OR USE THE SERVICE; (C) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON OR RELATED TO THE SERVICE; (D) ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE; OR (E) THE UNAUTHORIZED ACCESS TO, USE OF, OR ALTERATION OF YOUR ACCOUNT OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LAW, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. NOTWITHSTANDING THEFOREGOING, THE VARICENT PARTIES’TOTAL LIABILITY UNDER THESE TERMS FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY OR OTHERWISE, WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

Disclaimer

THE WEBSITE, INCLUDING ALL CONTENT AND INFORMATION CONTAINED THEREIN, IS PROVIDED "AS IS", "AS AVAILABLE", AND WITH ALL FAULTS.  EXCEPT TO THE EXTENT SUCH WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW (IN WHICH CASES, APPLICABLE LAW SHALL APPLY TO THE MINIMUM EXTENT NECESSARY),THE VARICENT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, LEGAL OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

WITHOUT LIMITATION OF THE FOREGOING, THE VARICENT PARTIES DO NOT WARRANT THAT A) USE OF THE SERVICE WILL BE  UNINTERRUPTED, SECURE, OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; B) ANY ERRORS OR DEFECTS IN THE WEBSITE WILL BE CORRECTED; C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE WEBSITE.

Governing Law

To the fullest extent permitted by applicable law, these Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the Province of Ontario, without reference to conflict of laws provisions, and the federal laws of Canada applicable therein.

Waiver Entire Agreement

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, you and we agree that the court will endeavor to give effect to the your and our intentions as reflected in the provision and the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between you and us regarding your use of the Service, and supersede and replace any prior agreements, oral or otherwise, between you and us regarding the Service.

If you breach any of these Terms and we choose not to immediately act, or choose not to act at all, we will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. We do not waive any of our rights hereunder.

Force Majeure

We shall not be responsible for any purported breach of the Terms caused by circumstances beyond our control.

Changes

We reserve the right, at our sole discretion, to modify or replace the Terms at any time. If a revision is material, we will make reasonable efforts to post on the Service a notice of the new Terms at least thirty (30) days prior to such new Terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new Terms, in whole or in part, you may not use the Service.

No Third Party Beneficiaries

You may not assign, sub-license or otherwise transfer any of your rights under the Terms. A person who is not a party to the Terms shall have no rights of enforcement.

Contact Us

If you have any questions about the Terms, please contact us at terms@varicent.com.