Terms and Conditions
Thank you for selecting Your Web Department a division of YWD Inc. By using Your Web Department’s website management services you (sometimes referred to as “Client”) agree to the following terms and conditions, and any policies, guidelines or amendments thereto that may be presented to you from time to time (collectively, the Terms of Service). Your sole remedy if you do not agree to the Terms of Service is not to use the service. We may update the Terms of Service in the future without notice to you, and you will be able to find the most current version of this agreement on our website.
1. Use of Services
Your Web Department offers services to you, provided that you are of legal age to form a binding contract and are not a person barred from receiving such services. In order to access certain services, you may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or continued use of Your Web Department services. Your Web Department does not verify your information for accuracy or completeness. You are solely responsible for maintaining the confidentiality of your account password, and are responsible for all activities that occur under your account. Your Web Department shall have no responsibility nor should it be liable for losses or damages due to unauthorized access or use of your account. Your Web Department does not verify whether your account has been accessed by unauthorized persons. It is solely Client’s responsibility to verify whether there has been unauthorized access and to forthwith report to Your Web Department.
2. License and Ownership
Your Web Department hereby grants to Client a personal, non-transferable, non-exclusive, limited license to use Your Web Department services and related documentation (collectively, the “Software” or the “Services”) as provided by Your Web Department in Web browser format solely for Clients internal business or personal purposes and solely with respect to a single website (the “Client website”). You agree that you will not, and will not attempt to: (i) copy the Software; (ii) assign this Agreement or transfer, lease, export or grant a sublicense of the Software to any other party unless authorized by Your Web Department in writing; (iii) reverse engineer, decompile or disassemble the Software; (iv) use the Software except as permitted in this Agreement; and (v) permit third parties to use the Software. Client shall be fully responsible and liable for the selection and use of any code or password as may be permitted or required in connection with the Software and the Client website, and for all activity occurring under such password and the identification number given to Client to access the Software and the Client website. Client is solely responsible for their own password. Your Web Department is not liable for any consequences that arise due to hacking of site due to mismanagement of Client’s password(s). You agree to immediately notify Your Web Department of any unauthorized use of your password or account or any other breach of security.
Client acknowledges that as between Your Web Department and Client, Your Web Department owns all right, title and interest in and to the Software, including all intellectual property rights associated therewith. Except as expressly set out in this Agreement, all rights in and to the Software are reserved by Your Web Department.
Payment of the applicable cost per month will be due and payable initially upon the commencement of the Services and on the anniversary day of each month thereafter through automated monthly debit of Client’s credit card. The Client is required to supply Your Web Department with the appropriate billing information. Upon the successful verification of the credit card, service will commence.
In the event of non-payment by the Client for a period of one (1) months, Your Web Department reserves the right to cease providing Services to the Client until such time as all overdue amounts are paid in full without damages and liability to Your Web Department. Your Web Department has no obligation to verify if any payment for the Services is authorized by the Client.
4. Promise of Performance
a. Your Web Department warrants that in case of interruption of access to the Client website due to problems in Your Web Department software or hardware, the Client website will not be inoperative for an accumulated total of more than one Business Day per year. If Your Web Department fails to meet this promise of performance, Client will receive, as its sole remedy, free Services for the month the interruption took place. Business Days means Monday to Friday inclusive, except statutory and civic holidays observed in Toronto, Ontario.
b. For greater certainty, Your Web Department does not warrant that there will be no interruptions due to loss of services as supplied to it by its co-location partner or by general outages of the Internet, over which Your Web Department has no control.
c. Except as provided in Section 4(a), Your Web Department provides the Services to you on an “as is” and “as available” basis, without representations, warranties or conditions of any kind whatsoever, whether express or implied, statutory or arising otherwise in law or from a course of dealing or usage of trade, including the warranties the Services are free from defects, virus free, able to operate on an uninterrupted basis, merchantable quality, fitness for a particular purpose and non-infringement. I This disclaimer of warranty constitutes an essential part of all services and terms. No use of the Services is authorized except under this disclaimer.
To the maximum extent permitted by applicable law, in no event shall Your Web Department be liable to you or any third party for any direct, indirect, incidental, special or consequential damages arising from the use of the Services, including, without limitation, damages for lost profits, loss of goodwill, work stoppage, computer failure or malfunction or in contract (including fundamental breach and breach of a fundamental term), tort (including negligence), misrepresentation (whether negligent or otherwise), breach of warranty or condition or otherwise at law or in inequity, arising out of or in connection with this Agreement, even if advised of the possibility thereof. In any case, Your Web Department’s maximum cumulative liability under the Terms of Service shall not exceed in the aggregate the sum of fees (net of taxes) paid to Your Web Department in the prior twelve (12) months;
d. The warranty relates only to the website services and does not include email which might be offered as part of the Service. The email is provided only as a convenience and is supplied by a third-party provider which we have no control over.
5. Restrictions on Use of Service
The Client agrees to abide by the Human Rights Code of Canada and all other applicable laws and regulations. The Client agrees to not develop any websites that promote intolerance of any social or religious groups. Pornographic content of any nature or degree will not be allowed. Sites that promote the unauthorized exchange of copyrighted material are also prohibited. The Client understands that it is illegal to appropriate copyrighted material whether it be, music, imagery, text, etcetera and use it as content for their website. Your Web Department reserves the right, but has no obligation, to review all hosted sites from time to time to see if these standards are being met. Your Web Department reserves the right to remove, modify or refuse any content which violates this section immediately.
Users outside of Canada agree to comply with their own local rules regarding online conduct and acceptable content, including laws regulating the export of data to and from Canada or your country of residence.
The Client agrees to use the Forms Manager in a responsible manner. The Client agrees to not request the following personal data: age, Social Insurance Number, drivers license, passport or credit card. Your Web Department will not be responsible for the misuse of any data contained in the Forms Manager.
Client agrees not to engage in activities that interfere with or disrupts the Services (or any systems, servers or networks which are connected to the Services) or Your Web Department’s business.
6. Software And Automatic Updates
Your Web Department may automatically make upgrades to the Software to update, enhance and further develop Your Web Department services, including providing bug fixes, patches, enhanced functions and new versions.
Your Web Department may cancel this Agreement if Client breaches any provisions of this Agreement; including (i) if Client becomes insolvent or subject to bankruptcy proceedings; (ii) on a change of control of the Client; or (iii) for convenience (i.e. any or no reason). Client may cancel this Agreement by providing Your Web Department with at least 5 business days prior written notice of same.
a. In the event of cancellation by the Client, in addition to any other rights of or remedies available to Your Web Department, the Client shall pay to Your Web Department any outstanding amounts owing. Such payment shall be payable within thirty days of the Clients notification of cancellation.
b. Upon expiry or cancellation, the license granted under this Agreement shall automatically terminate and Client will thereafter not be entitled to use the Software.
c. In the event of expiry or cancellation of this Agreement and upon receiving full payment for services rendered to date, Your Web Department will provide, at the request of Client, an html version of the visible portions of the Client website. Due to technical limitations, certain database driven features such as catalogues and other similar custom applications cannot be provided.
d. Due to the nature of the Services, Your Web Department does not offer refunds on the Services,
10. No Resale Of Service
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of Your Web Department services, use of Your Web Department services, or access to Your Web Department services.
“Website by Your Web Department” and the Your Web Department logo will appear as a link at the bottom of every page of the site. Client acknowledges and agrees that Your Web Department may list the Client as a client of Your Web Department and list the Client as part of its portfolio, which may also include a picture of Client’s website.
Force Majeure. Neither party will be liable for any delay, interruption or failure in the performance of its obligations if caused by acts of God, war, declared or undeclared, fire, flood, storm, slide, earthquake, or other similar event beyond the control of the party affected. This section will not apply to excuse a failure by Client to make any payment when due.
If any provision or part thereof contained in this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions or parts thereof contained herein shall not be in any way affected or impaired thereby.
a. Entire Agreement. This Agreement, including all schedules hereto, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no representations, warranties, conditions or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein or therein.
b. No Amendment. No supplement, modification or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.
c. No Waiver. No waiver of or consent to depart from the requirements of any provision of this Agreement shall be binding against either party unless it is in writing and is signed by the party giving it. Such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it has been given and shall not be deemed or constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. No failure on the part of either party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.
d. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Each party irrevocably attorns to and submits to the non-exclusive jurisdiction of the Courts of Ontario with respect to any matter arising hereunder or related hereto.
e. Relationship of the Parties. This is an agreement between separate legal entities and neither is the agent or employee of the other for any purpose whatsoever. The parties do not intend to create a partnership or joint venture between themselves. Neither party shall have the right to bind the other to any agreement with a third party or to incur any obligation or liability on behalf of the other party.
f. Assignability. Client shall not assign any of its rights or obligations under this Agreement.
g. Enurement. This Agreement shall enure to the benefit of and be binding upon each of the Parties and their heirs, personal representatives, respective successors (including by amalgamation or statutory arrangement) and permitted assigns as applicable.
h. Further Assurances. Each party shall do such acts and shall execute such further documents, conveyances, deeds, assignments, transfers and the like, and will cause the doing of such acts and will cause the execution of such further documents as are within its power as the other party may in writing at any time and from time to time reasonably request be done or executed, in order to give full effect to the provisions of this Agreement.