Ifonica Website Terms of Use

1. Introduction
Welcome to www.ifonica.com (the “Site”), which is owned and operated by Ifonica Inc. (“Ifonica” or “we”). Ifonica provides the Site and the information and services offered on the Site to you, subject to the following Terms of Use (the “Terms”). By using the Site, you agree to be bound by the Terms. Ifonica may, in its sole discretion, modify the Terms without notice to you. Therefore, please continue to review the Terms when using the Site. By continuing to access and use the Site after the Terms have been modified, you are agreeing to such modifications. In addition, when using particular Ifonica services or features on the Site, you shall be subject to any posted guidelines or rules applicable to such services or features that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms. In the event of any conflict between such posted guidelines or rules and these Terms, the posted guidelines or rules shall control.

PLEASE NOTE: the services provided by Ifonica, including those provided through the Site, are subject to separate agreements between the parties (whether signed or clickwrap). Such agreements shall supersede and replace these Terms with respect to the applicable services except to the extent the applicable agreement expressly states otherwise.

2. Site and Content
Access to the Site is provided for informational purposes only. Ifonica shall not be responsible or liable for the accuracy, completeness, usefulness or availability of any information or other content, data, text, URLs, graphics or any other materials (collectively, the “Content”) transmitted or made available via the Site. Ifonica shall not be responsible or liable for any decisions made in reliance on such information.
 
The Site and the information, features, applications and services available on the Site or otherwise by Ifonica may be referred to herein collectively as the “Service.” Unless explicitly stated otherwise, any new features or services that augment or enhance the Service in the future shall be considered part of the Service and subject to the Terms.

3. Information You Provide to Us
You may be required to provide certain information to us in order to access or take advantage of certain features offered on the Site (for example, to join our email distribution list or to request that we send you information). If you choose to provide information on the Site, you agree to provide true, accurate, current and complete information about yourself as prompted by the Site. Any personal and other information you provide to Ifonica is subject to our Privacy Policy.

4. Registration
You may be asked to register your account by providing your name, an email address as well as other information. You certify that the information that you provide during the registration process will be complete and accurate, and you will not provide a false email address, impersonate any person or entity, or otherwise mislead Ifonica with respect to any information that you provide. You will promptly update any of the information that you have provided so that your account remains complete and accurate at all times.

You are solely responsible and liable for any use and misuse of your account, and must promptly notify us of any unauthorized use of your account, whether known or suspected. For security reasons, you must keep your password confidential and not disclose it to any person or permit any other person to use it. You are solely responsible and liable for all activities that take place under your account. 
 
5. Your Use of the Site
You agree to use the Site only for lawful purposes. You are solely responsible for all content and information uploaded to, or generated through, the Site by you or on your behalf. You shall not utilize the Site to misrepresent an affiliation with any person or organization, violate the legal rights of any third party, or to upload or transmit any defamatory, indecent, obscene, harassing, violent or otherwise objectionable material, or any material that is, or may be, protected by copyright, trademark or trade secret, without permission from the applicable owner.

6. Right to Review/Remove
Ifonica reserves the right, but does not assume any responsibility, to (1) remove any material posted on the Site which Ifonica, in its sole discretion, deems inconsistent with the foregoing commitments, including any material Ifonica has been notified, or has reason to believe, constitutes an intellectual property infringement; and (2) terminate any user’s access to all or part of Site. However, Ifonica can neither review all material before it is posted on the Site nor ensure prompt removal of objectionable material after it has been posted. Accordingly, Ifonica assumes no liability for any action or inaction regarding transmissions, communications or content provided by third parties. Ifonica reserves the right to take any action it deems necessary to protect the personal safety of users of this Site and the public; however, Ifonica has no liability or responsibility to anyone for performance or nonperformance of the activities described in this paragraph.

7. Third Party Websites
The Site may provide links to websites or resources outside of the Site. Because Ifonica has no control over external sites and resources, you acknowledge and agree that Ifonica is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any content, advertising, goods, services or other materials on, available through or provided by such sites or resources. Your correspondence or business dealings with, or participation in promotions of, any websites that you find or link to through the Site, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such websites. You agree that Ifonica shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of links to such websites on the Service.

8. Submissions
If you submit any questions, comments, suggestions, information, ideas, concepts, photographs, graphics or other materials to Ifonica, whether oral, written or electronic (collectively, “submissions”), no confidential or other relationship shall be established between you and Ifonica. Your submissions shall be considered non-confidential and shall be considered the sole and exclusive property of Ifonica. Ifonica shall have the right to publish, reproduce, modify, adapt, distribute, transmit to others and otherwise use any submissions for any purpose whatsoever (including, but not limited to, research, development, manufacture, advertising or sale of any products or ingredients incorporating or relying on such submissions), in any media, throughout the world and in perpetuity, and without any compensation, attribution or other obligation to you.

9. Modifications; Termination
Ifonica reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site, its Service (or any part thereof) with or without notice. You agree that Ifonica shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or the Services (unless otherwise agreed to by means of a separate agreement). Ifonica reserves the right, at its sole discretion, immediately and without notice to suspend or terminate the Terms and/or your ability to access the Site, for any reason including any breach by you of the Terms or conduct by you that Ifonica determines to be inappropriate.

10. Proprietary Rights
You acknowledge and agree that the Site and any necessary software used in connection with the Site contain proprietary and/or confidential information, Content and other materials that are protected by applicable intellectual property and other laws (including, without limitation, copyrights, trademarks, service marks and patents). You may use this Site and the Contents only for purposes of evaluating the Services provided by Ifonica.  Except as expressly authorized by Ifonica, you agree not to display, publish, reproduce, transmit, distribute, post, modify, adapt, rent, lease, sell or otherwise use the Site or any Content contained thereon, in whole or in part without our prior permission. Modification of the Content or use of the Content for any purpose other than as specifically allowed herein is a violation of Ifonica copyright and other proprietary rights. You agree that you will not challenge the ownership rights of Ifonica in or to any and all trademarks, logos, service marks and/or domain names of Ifonica (the “Ifonica Marks”), and that you will not register or attempt to register any trademark, service mark, logo, and/or domain name that is identical or confusingly similar to any of the Ifonica Marks. Ifonica may enforce its intellectual property rights to the fullest extent of the law.

11.  Indemnification
You agree to indemnify, hold harmless and defend Ifonica and its affiliates, parent companies, subsidiaries, officers, directors, employees, agents and network service providers at your expense, against any and all damages, claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and other dispute resolution expenses) incurred by Ifonica arising out of or relating to your (a) violation or breach of these Terms and Conditions, or any applicable law, regulation, policy or guideline, whether or not referenced herein, (b) use or misuse of the Site or Services, or (c) violation of any rights of any third party.  This indemnification clause shall survive termination of your use of the Site and Service.

12.  Jurisdictional Issues
Ifonica makes no representations that the information and other Content contained on the Site are appropriate for users in countries other than the United States and Canada, which may have different legal or regulatory requirements or restrictions. Those who choose to access the Site from locations outside the United States or Canada do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Nothing herein should be considered a solicitation, promotion or indication for any product that is not permitted by the laws or regulations of the country where the user of the Site resides. Also, please note that certain software and data files from the Site may be subject to export controls imposed by the United States and/or Canadian government and may not be downloaded or otherwise exported to another country (or a national or resident of a country) upon which the United States and/or Canadian government has placed an embargo. If you download or use any such software of data files, you warrant that you are not located in, or a national of, or under the control of, any such country.

13. Disclaimer of Warranties; Limitation of Liability
THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, OR THE INFORMATION OR OTHER CONTENT OFFERED ON THE SITE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IFONICA MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY CONTENT ON OR ACCESSIBLE THROUGH THE SITE. ANY DOWNLOADING, RELIANCE ON OR USE OF SUCH CONTENT SHALL BE AT YOUR SOLE RISK. IFONICA MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE OR CONTENTS WILL BE AVAILABLE ON A TIMELY BASIS OR WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IFONICA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES) ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, EVEN IF IFONICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED ONE THOUSAND DOLLARS ($1,000).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

14. Notice
Notices to you may be made via either email or regular mail.
 
15. Changes to the Terms
Ifonica may revise and update these Terms at any time without notice by posting the amended terms to this Site. Your continued use of the Site means that you accept and agree to the revised Terms. If you disagree with the Terms (as amended from time to time) or are dissatisfied with this Site, your sole and exclusive remedy is to discontinue using this Site.

16. General Information
The Terms constitute the entire agreement between you and Ifonica and govern your use of the Site, superseding any prior agreements between you and Ifonica; provided, however, that these Terms may be supplemented or replaced by, and shall not supersede, any terms entered into between you and Ifonica specifically applicable to any service offered by Ifonica. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The Terms and the relationship between you and Ifonica shall be governed by the laws of the Province of Ontario without regard to choice of law principles. You and Ifonica agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the Province of Ontario. The failure of Ifonica to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms shall remain in full force and effect.

17. Contacting Us
If you have any questions or comments about the Terms, or if you would like to report any violations of the Terms, please contact us at info@ifonica.com.

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