Terms of Use

Last Updated: May 5, 2016

The following terms of use (the "Terms of Use") govern your use (the term “use” will mean access or use, as applicable) of: (1) the Amui website located at www.amui.co (the “Website”); and (2) all other services provided by Provider, as described on the Website (collectively, the "Platform”). These Terms of Use form an agreement between Amui Inc. ("Provider", “us”, “we”, “our”) and you. The term "you" refers to the person or entity visiting the Platform, browsing or otherwise using the Platform, or receiving any Platform Services.

By accessing and using the Platform, you accept and agree to be bound by and comply with these Terms of Use. If you do not accept and agree to be bound by these Terms of Use, please do not access or use the Platform.

Changes to these Terms of Use and Platform

Except where prohibited by applicable law, Provider reserves the right to change these Terms of Use at any time without notice. Your continued access to or use of the Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

Provider reserves the right to change any information, material or content (including, but not limited to, pricing, features and availability of Platform Services) contained on or provided through the Platform (the "Content") at any time, and from time to time, without notice.

Use of the Platform

As a condition of your use of the Platform, you warrant that: (1) you have reached the age of majority in your jurisdiction of residence; (2) you possess the legal authority to create a binding legal obligation; (3) you will use the Platform in accordance with these Terms of Use; (4) all information supplied by you on the Platform is true, accurate, current and complete; and (5) If you are accessing or using the Platform on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use.

The Platform is provided solely (the “Permitted Use”) to: (1) assist you in gathering information about the various services offered by the Provider through the Platform; (2) if and as permitted by the Provider and these Terms of Use, enable you to use the Platform and receive any services offered to you through the Platform; (3) if applicable, facilitate any payments from you to the Provider in respect of your use of the Platform or the receipt of any services through the Platform; and (4) if and as permitted by the Provider and these Terms of Use, provide feedback and otherwise communicate with the Provider in connection with any of the foregoing ((1) through (4) collectively, “Platform Services”). Provider retains the right, at its sole discretion, to deny access to anyone to the Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms of Use. You will cease and desist from any such access or use immediately upon request by Provider.

License Grants

Subject to these Terms of Use, Provider grants you a personal, revocable, non-exclusive and non-transferable license during the Term to permit you to use the Platform, including accessing the Platform through your personal mobile phone device for the purpose of using the Platform or receiving Platform Services, in accordance with these Terms of Use.

Subject to these Terms of Use, you grant to Provider a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data, information, records and files that: (1) you load, transmit to or enter into the Platform, or (2) Provider or the Platform collects, retrieves or obtains from your local computer system or from third parties with your permission or on your behalf, and (in each case) including all results from processing such data, including compilations, and derivative works thereof (the “User Content”) including for the purpose of: (a) providing the Platform Services, (b) complying with applicable law, and (c) Provider’s reasonable audit and data retention policies.

User Account

You may be required to successfully sign up for a user account (the “User Account”) using the available interfaces at the Platform and be issued with a username and password login credentials by Provider (“User ID”) in order to use the Platform and receive any Platform Services. If you are issued with a User ID, you will keep your User ID secure and will not share your User ID with anyone else, and you will not collect or harvest any personal data of any other user of Provider, including account names or login credentials. Provider reserves the right to disable any User Account issued to you at any time in Provider’s sole discretion. If Provider disables access to a User Account issued to you, you may be prevented from accessing the Platform, the Content, your account details or any User Content.

Term and Termination

These Terms of Use will commence on the day you first use the Platform and will continue into force until terminated by either party as described below (the “Term”). Either party may terminate these Terms of Use as follows: (1) Provider may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at Provider’s discretion, by email (at your current email address on file with Provider) or through the Platform; (2) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Platform) that your User Account be deleted or deactivated, ceasing use of the Platform and uninstalling and removing all local software components thereof from your systems.

Fees and Taxes

Provider may, in its sole discretion, offer some of the Platform Services to you for free or charge fees in accordance with its then-current fee schedule that can be found on the Website and is subject to change, from time to time (the “Fee Schedule”). You will pay any such applicable fees in accordance with the Fee Schedule (the “Fees”). Unless otherwise expressly indicated in the Fee Schedule, all Fees are quoted in Canadian dollars exclusive of applicable sales and value added taxes and are non-refundable and payable upon invoicing or demand from the Provider. You will pay all sales and value added taxes that may be imposed in each applicable jurisdiction and will hold and save the Provider harmless in respect of any such taxes.

Submissions

You will not post or transmit to or from the Platform any commercial material or content (including solicitation of funds, advertising, or marketing of any good or services). You will be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your submitting of content to the Platform. If you do not agree WITH ANY OF THE ABOVE, please do not provide any Submissions.

Ownership

All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Platform are owned or licensed by Provider and are protected by copyright, trade-mark and other intellectual property laws.

Provider expressly reserves all rights in the Platform and all materials provided by Provider in connection with these Terms of Use that are not specifically granted to you. You acknowledge that all right, title and interest in the Platform, all materials provided by Provider in connection with these Terms of Use (including the Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Provider (or third party suppliers, if applicable), and that the Platform and all materials provided by Provider hereunder are licensed and not “sold” to you.

Privacy Policy

Please review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use.

No Unlawful or Prohibited Use

You will not, without Provider's prior written permission, use the Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to: (1) “frame”, “mirror” or otherwise incorporate the Platform or the Content or any part thereof on any commercial or non-commercial website; (2) access, monitor or copy any part of the Platform or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (3) violate the restrictions in any robot exclusion headers on the Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; (4) take any action that imposes, or may impose, in Provider’s discretion, an unreasonable or disproportionately large load on the Platform; (5) deep-link to any portion of the Platform for any purpose; (6) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in the Platform or the Content; (7) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any Content, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform or the Content; (8) use the Platform or the Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by the Provider and only in the exact manner specified and enabled by the Provider; (9) attempt to, assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform or the Content; (10) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Content; (11) create derivative works based on the Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the Platform or the Content; (12) use the Platform in a manner that violates the rights (including to intellectual property rights) of any third party, including by providing, uploading or transmitting any User Content or Submissions that violate such third-party rights; or (13) upload to or transmit through the Platform any User Content or Submission that is offensive, hateful, obscene, defamatory or violates any applicable laws, in each case as determined by Provider in its sole discretion.

Third Party Websites

The Platform may provide links to third party websites. Provider does not endorse the information contained on those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked website is not under Provider's control, and if you choose to access any such website, you do so entirely at your own risk.

Viruses

The downloading and viewing of Content is done at your own risk. Provider cannot and does not guarantee or warrant that the Platform or the Content are compatible with your computer system or that the Platform or the Content, or any links from the Platform or the Content, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Platform.

Communications Not Confidential or Secure

Provider does not guarantee the confidentiality of any communications made by you through the Platform. Although Provider generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Platform, you understand, agree and acknowledge that Provider cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform.

DISCLAIMER AND LIMITATION OF LIABILITY

THE PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. USE OF THE PLATFORM OR THE CONTENT IS AT YOUR OWN RISK. PROVIDER DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE PLATFORM OR THE CONTENT. THE PLATFORM AND THE CONTENT MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES, INCLUDING, WITHOUT LIMITAITON, PRICING ERRORS. PROVIDER DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE PLATFORM OR THE CONTENT. IN ADDITION, PROVIDER EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE PLATFORM.

REVIEWS DISPLAYED ON THE SITE ARE INTENDED AS ONLY GENERAL GUIDELINES, AND PROVIDER DOES NOT GUARANTEE THE ACCURACY OF THE REVIEWS. PROVIDER MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC SERVICES.

TO THE FULLEST EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, THAT ARISE OUT OF A COURSE OF DEALING OR TRADE, OR THAT THE PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IN NO EVENT WILL PROVIDER BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT PROVIDER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT. TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF PROVIDER IN CONNECTION WITH OR UNDER THESE TERMS OF USE OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT EXCEED CAD$10 OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

Indemnification

You will defend, indemnify and hold harmless Provider and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of: (a) your breach of any of your warranties, representations or obligations under these Terms of Use; (b) your violation of any applicable law or the rights of a third party (including intellectual property rights); or (c) your use of the Platform or the Content.

Geographic Application of the Platform

Not all of the products and services described on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.

Governing Law and Jurisdiction

These Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to conflict of laws principles. These laws apply to your access to or use of the Platform or the Content, notwithstanding your domicile, residency or physical location. The Platform and the Content are intended for use only in jurisdictions where they may be lawfully offered for use.

Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Platform or the Content.

Entire Agreement, Waiver and Severability

These Terms of Use constitute the entire agreement between Provider and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Provider with respect to the Platform. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Headings are inserted for convenience of reference only and will not affect the construction or interpretation of these Terms of Use. The word “including” or “includes” means “including (or includes) without limitation”.

Provider's failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provisions or right.

If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination will not affect the remaining provisions contained herein. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.