D+H – Terms and Conditions
Please read the following terms and conditions ("Terms and Conditions") carefully before using this web site ("Site"). By accessing or using this Site, or any functions made available on, accessed through or in connection with this Site, you agree to the following Terms and Conditions which shall constitute a legally binding agreement between you and DH Corporation (collectively with its subsidiaries and affiliates, "D+H", “we” or “our”). You should review these Terms and Conditions regularly as they may change at any time at our sole discretion. If you do not agree to a term or condition set out in these Terms and Conditions, you should not access or otherwise use this Site.
1. We Provide This Site For Your Convenience Only.
This Site is provided to you without charge as a convenience and for your information only. By merely providing access to this Site content, we do not warrant or represent that:
- the content is accurate or complete;
- the content is up-to-date or current;
- we have a duty to update any content;
- the content is free from technical inaccuracies or typographical errors;
- the content is free from changes caused by third parties; or
- your access to this Site will be free from interruptions, errors, computer viruses or other harmful components.
We do not assume any liability for these matters. In other words, you use this Site at your own risk. Under no circumstances, including, but not limited to, negligence, shall we be liable for any direct or indirect, special, incidental or consequential damages. This includes loss of data or profit arising out of the use or the inability to use the content of this Site, even if one of our representatives has been advised of the possibility of your damages.
2. This Site is Provided "As Is" and We Disclaim All Warranties.
This Site, including all content, software and functions made available on, accessed through or in connection with this Site, is provided "as available" and on an "as is, where is" basis. To the fullest extent permissible by law, we make no representations or warranties of any kind as to the content, software or functions made available on, accessed through or in connection with this Site, for any products or services or links to third parties or for any breach of security associated with the transmission of sensitive information through this Site or any linked site. WE DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, QUIET ENJOYMENT, QUALITY OF INFORMATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. This includes loss of data or profit arising out of the use or the inability to use the content of this Site, even if one of our representatives has been advised of the possibility of your damages. WE DO NOT WARRANT THAT ANY CONTENT, SOFTWARE OR THE FUNCTIONS MADE AVAILABLE ON, ACCESSED THROUGH OR IN CONNECTION WITH THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE FOR DIRECT, INDIRECT, PUNITIVE OR SPECIAL DAMAGES RELATED TO YOUR USE OF THIS SITE. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
4. User Conduct.
You may not use this Site to conduct any activity that is illegal or violates the rights of others. You may not use any robot, spider, scraper, automated scripts or other automated means to access this Site or content or services provided on this Site for any purposes. You shall not attempt to make this Site unavailable through denial-of-service attacks or similar means or use this Site in a manner that could damage, disable or impair this Site.
5. Remedies for Misuse.
You agree that any unauthorized use of this Site or its contents or any breach of these Terms and Conditions may cause D+H immediate and irreparable harm for which money damages may not constitute an adequate remedy. You agree that we may, with or without cause, immediately terminate your access to this Site without prior notice. You further agree that injunctive relief, in addition to any other remedies available, may be warranted in order to enforce these Terms and Conditions. You further understand that unauthorized use of this Site may expose you to civil and criminal liability and that we may report violations of these Terms and Conditions to and cooperate fully with the appropriate law enforcement authorities concerning any violations hereof.
6. We Do Not Have Responsibility For Links To Third Party Content.
We may provide hyperlinks or pointers to other web sites maintained by third parties or may provide third party content on this Site by framing or other methods. The links to third party web sites are provided for your convenience and information only. The content in any linked web sites is not under our control so we are not responsible for the content, including any further links in a third party site. If you decide to access any of the third party sites linked to this Site, you do this entirely at your own risk. It is up to you to take precautions to ensure that the third party you link to for your use is free of computer viruses, worms, Trojan horses and other items of a destructive nature.
7. If We Provide a Link, We Do Not Necessarily Endorse a Third Party.
We reserve the right to terminate a link to a third party web site at any time. The fact that we provide a link to a third party web site does not mean that we endorse, adopt, authorize or sponsor that web site. It also does not mean that we are affiliated with the third party web site’s owners or sponsors.
8. If a Third Party Links to This Site, It Is Not an Endorsement.
If a third party links to this Site, it is not necessarily an indication of an endorsement, adoption, authorization, sponsorship, affiliation, joint venture or partnership by or with us. In most cases, we are not aware that a third party has linked to this Site. A web site that links to this Site:
- may link to, but not replicate, our content;
- may not create a browser, a border environment or frame our content;
- may not imply that we are endorsing it or its products;
- should not misrepresent its relationship with us;
- should not present false information about our products or services; and
- should not contain content that could be construed as distasteful, offensive or controversial, and should contain only content that is appropriate for all age groups.
9. If You Transmit or Provide Data to Us, It Is Not Confidential.
10. By Providing Content, We Do Not Allow You to Use Our Trademarks.
The trademarks, service marks, trade names and logos used and displayed on this Site are our registered and unregistered trademarks. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, without our written permission. We aggressively enforce our intellectual property rights. The name "D+H" or any of our logos, company names, trademarks, servicemarks, product names, etc., may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without prior written permission. You may not use any metatags or any other "hidden text" utilizing D+H’s name or trademarks without the express written consent of D+H. You are not authorized to use our logo as a hyperlink to this Site unless you obtain our written permission in advance.
ALL OTHER TRADEMARKS, SERVICE MARKS, AND TRADE NAMES ARE THE PROPERTY OF THEIR RESPECTIVE COMPANIES. D+H DISAVOWS ANY PROPRIETARY INTEREST OR CLAIMS IN THE MARKS OF OTHER COMPANIES OR CORPORATIONS.
11. All Content on This Site Is Copyrighted.
All content included on this Site, including any materials, documents, text, designs, graphics, logos, images, audio and video ("Content") is the property of D+H or its suppliers, and is protected by Canadian, United States and international copyright laws. The compilation of all Content on this Site is the exclusive property of D+H and protected by Canadian, United States and international copyright laws. You may not inline, frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout or form) without our prior express written permission.
12. You Must Obey Local Laws in Accessing This Site.
This Site is controlled by us from our offices within Canada. We make no representation that content or materials on this Site are appropriate or available for use in other jurisdictions. Access to this Site content or materials from jurisdictions where such access is illegal is prohibited. If you choose to access this Site from other jurisdictions, you do so at your own initiative and are responsible for compliance with applicable local laws. We are not responsible for any violations of law. You may not use or export the materials on this Site in violation of export laws and regulations.
13. You Are Bound by Changes in these Terms and Conditions.
We may at any time revise these Terms and Conditions by updating this posting. By using this Site, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current terms and conditions to which you are bound. Certain provisions of these Terms and Conditions may be superseded by other legal notices or terms located on parts of this Site.
14. You Agree to Indemnify Us for Using This Site.
You hereby jointly and severally agree to indemnify, defend and hold us and our suppliers and any of our or their respective officers, directors, owners, agents, employees, information providers, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs, including, without limitation, attorneys’ fees and costs incurred by the Indemnified Parties in connection with any claim arising out of your use of this Site or any breach by you of these Terms and Conditions, including any liabilities associated with a violation of Federal or Provincial laws. If the indemnity provided in this paragraph is not available or is insufficient to hold harmless the Indemnified Parties for any reason, you agree to contribute to the aggregate losses, claims and liabilities to which the Indemnified Parties may be subject in such proportion as appropriate to reflect the relative fault by you and the Indemnified Parties with respect to the activity giving rise to the indemnity claim. You will cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you will not in any event settle any such matter without our written consent.
15. Third Parties May Have Rights Under This Agreement.
Some of the provisions of this agreement are for the benefit of D+H and its officers, directors, employees, agents, licensors and suppliers. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
16. How This Agreement May Be Terminated.
This agreement may be terminated by either party without notice at any time for any reason; provided that you may no longer use this Site after you have terminated this agreement. Provisions 2, 3, 5, 9, 10, 11, 12, 14, 15, 16, 17 and 18(A-E) of these Terms and Conditions shall survive any termination.
17. Governing Law, Jurisdiction, No Class Actions and Waiver of Injunctive Relief.
A. Governing Law/Jurisdiction. These Terms and Conditions shall be construed in accordance with the laws of the Province of Ontario, without regard to its conflict of laws rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms and Conditions or your use of this Site shall be filed only in the appropriate provincial or federal courts located in Toronto, Ontario, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
B. No Class Actions. To the fullest extent permitted by applicable law, you agree that any and all disputes, claims and causes of action you may have in connection with or related to this Site or these Terms and Conditions will be resolved individually, without resort to any form of class action.
C. WAIVER OF INJUNCTIVE RELIEF. IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THIS SITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEB SITE, CONTENT, PRODUCT, SERVICE, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY D+H.
A. Severability; Interpretation. If any provision of these Terms and Conditions is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms and Conditions, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms and Conditions (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.
B. Communications. When you communicate with us electronically, such as via e-mail, you consent to receive communications from us electronically. Please note that we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
C. Investigations; Cooperation with Law Enforcement; Termination; Survival. We reserve the right, without any limitation, to: (i) investigate any suspected breaches of these Terms and Conditions, (ii) involve and cooperate with law enforcement authorities in investigating any matters, (iii) prosecute violators of these Terms and Conditions, and (iv) discontinue this Site, in whole or in part, or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to D+H under these Terms and Conditions. Upon suspension or termination of your access to this Site, or upon notice from D+H, all rights granted to you under these Terms and Conditions will cease immediately, and you agree that you will immediately discontinue use of this Site. The provisions of these Terms and Conditions, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to D+H in these Terms and Conditions, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law and no class action.
D. Assignment. We may assign our rights and obligations under these Terms and Conditions, in whole or in part, to any party at any time without any notice. These Terms and Conditions may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of D+H.
E. No Waiver. Except as expressly set forth in these Terms and Conditions, (i) no failure or delay by you or D+H in exercising any rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms and Conditions will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
F. Right to Modify; Restrictions. We may change, suspend or discontinue any aspect of this Site or service at any time. D+H reserves the right to change system configurations, product specifications, upgrades, pricing, layouts, options and any other specifications at any time without notice. We may also impose limits or restrictions on certain services, features or content or restrict your access to parts or all of this Site without notice or liability.
We welcome your questions and comments regarding these Terms and Conditions and anything else on this Site. Please contact us.