Agreement Between User and RB Associates Ltd.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING THE RB ASSOCIATES WEB SITE. ACCESS TO AND/OR USE OF THE WEB SITE WILL CONSTITUTE YOUR EXPRESS AND UNCONDITIONAL AGREEMENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND OTHER CONDITIONS, DO NOT ACCESS OR OTHERWISE USE THE WEB SITE.
RBA web sites, web pages and applications (collectively known hereinafter as "RBA Web Sites") operated by RBA and its business partners ("Third Party Services"). These include: www.braecrest.com as well as other web sites and intenet services RBA may add in the future .
With respect to your access and use of the RBA Web Sites, RBA provides its services to you, subject to the following TOU which may be updated by RBA in the future without notice to you, and which updates become effective when posted. To update the TOU or any service-specific rules, we will post the changed version to http://www.rba-ltd.com.
You are responsible for regularly reviewing these terms and conditions. Your continued use of RBA Web Sites after TOU revisions will indicate your acceptance of of the revised TOU.
In addition, when using particular RBA Web Sites, you and RBA shall be subject to any posted guidelines or rules applicable to such sites or services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these TOU. In the event that any of the terms, conditions, and notices contained herein conflict with such guidelines or rules, then the specific guidelines or rules shall control.
Any use of RBA Web Sites binds you to these TOU, if you do not agree to these TOU; do not access and use the RBA Web Sites - you are not granted rights to use the RBA Web Sites as defined herein.
RBA reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, RBA Web Sites or any service thereon (or any part thereof) with notice to users and the public as described above, or immediately in the event of technical difficulties. RBA shall not be liable to any user or other third party for any such modification, suspension or discontinuance except as expressly provided herein.
RBA Web Sites are focused on quality and productivity improvement ("Purpose") . These Web Sites offer users a collection of message boards, web pages, links, and content (collectively known as "Services"). To use the Services, each user must independently obtain access to the internet, and pay any and all service fees or equipment costs associated with obtaining such access.
RBA Web Sites may require voluntary registration. If required by the site in question, each user must: (a) provide true, accurate, current and complete information on the Service's registration form (collectively, the "Registration Data") and (b) maintain and promptly update the Registration Data as necessary. If, after investigation, RBA has reasonable grounds to suspect that any user's information is untrue, inaccurate, not current or incomplete, RBA may suspend or terminate that user's account and prohibit any and all current or future use of the Services (or any portion thereof) by that user other than as expressly provided herein.
Upon completing the Service's registration process, each user will receive a password and account designation and is wholly responsible for maintaining the confidentiality thereof and wholly liable for all activities occurring thereunder. RBA cannot and will not be liable for any loss or damage arising from a user's failure to comply with this Section, including any loss or damage arising from any user's failure to (a) immediately notify RBA of any unauthorized use of his or her password or account or any other breach of security and (b) ensure that he or she exits from his or her account at the end of each session.
RBA may terminate a user's account for reasons that include, but are not limited to, the following: 1.) violation of these TOU; 2.) abuse of RBA Web Site resources or attempt to gain unauthorized entry to RBA Web Sites or site resources; 3.) use of Services in a manner inconsistent with the Purpose; 4.) a User's request for such termination; and 5.) requirement of applicable law, regulation, court or governing agency order.
RBA's termination of any user's access to RBA Web Sites or any Services hereunder may be effected without notice and, on such termination, RBA may immediately deactivate or delete the User's account and/or bar any further access to such RBA Web Sites or Services. RBA shall not be liable to any user or other third party for any termination of that user's access or account hereunder.
All information, data, text, software, music, sound, photographs, graphics, video, messages or any other materials whatsoever (collectively hereinafter, "Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that the user, and not RBA, is entirely responsible for all Content that he or she uploads, posts, emails or otherwise transmits via RBA Web Sites or any Service. No user shall transmit Content or otherwise conduct or participate in any activities on RBA Web Sites and/or any Service which, in the opinion of RBA's counsel, are prohibited by law in applicable jurisdictions, including laws governing the encryption of software, the export of technology, the transmission of obscenity or the permissible uses of intellectual property.
RBA will not pre-screen or review Content, but RBA reserves the right to refuse or delete any Content of which it becomes aware which it reasonably deems not to fulfil the Purpose. In addition, RBA shall have the right (but not the obligation) in its sole discretion to refuse or delete any Content which it reasonably considers to violate the TOU or be otherwise illegal. RBA, in its sole and absolute discretion, may preserve Content and may also disclose Content if required to do so by law or judicial or governmental mandate or as reasonably determined necessary by RBA to protect the rights, property or personal safety of RBA, its users and the public. RBA does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will RBA be liable in any way for any Content, including, but not limited to, liability for any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, e-mailed or otherwise transmitted via RBA or any Service thereon.
Each user, by using RBA Web Sites, may be exposed to Content that is offensive, indecent or objectionable. Each user must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
RBA Web Sites or a Third Party may contain links or produce search results that reference links to third party web sites ("Linked Sites"). RBA has no control over these Linked Sites or the content within them. RBA cannot and does not guarantee, represent, or warrant that the content contained in the Linked Sites, including, without limitation other links, is accurate, legal, and/or inoffensive. RBA does not endorse the content of any Linked Site, nor do we warrant that a Linked Site will not contain computer viruses or other harmful code that can impact your computer or other web access device. By using RBA Web Sites to search for or link to another site, you agree and understand that such use is entirely at your own risk, and that you may not make any claim against RBA for any damages or losses whatsoever resulting from such use.
Any Linked Sites listed on RBA Web Sites and Services do not constitute an endorsement of these Linked Sites by RBA, and that RBA is not responsible for the content or privacy policies of Linked Sites or the web sites of its advertisers.
If you experience a problem with a Linked Site, please let us know at "firstname.lastname@example.org" and RBA will investigate the link and take appropriate action.
As a condition of your use of RBA Web Sites, you warrant to RBA that you will not use the RBA Web Sites for any purpose that is unlawful or prohibited by these TOU. You agree not to use the RBA Web Sites in any manner which could damage, disable, overburden,or impair RBA Web Sites or interfere with any other party's use and enjoyment of RBA Web Sites. You agree not to use the RBA Web Sites in any manner which could damage, disable, overburden, or impair Third Party Sites or interfere with any other party's use and enjoyment of Third Party Sites. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the RBA Web Sites.
Users can be held liable for any illegal or prohibited User Content they provide to RBA Web Sites or to other users, including, for example, infringing, defamatory, or offensive materials. So that RBA Web Sites are available for all users to enjoy, you may not, and hereby represent and warrant that you will not, post, transmit, email or otherwise make accessible on or through RBA Web Sites, User Content that:
Is unlawful, harmful, threatening, tortious, defamatory, libelous, abusive, disparaging, pedophilic, pornographic, obscene, invasive of another's privacy, hateful, or malicious;
Contains hate propaganda or promotes discrimination or violence against any people on account of their race, national origin, religion, age, gender, disability, or sexual orientation;
Is or could be harmful to minors;
Harasses or advocates harassment of another person;
Involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing (or "spamming");
Promotes information that you know is false, misleading, or promotes illegal activities or conduct;
Is or promotes an illegal or unauthorized copy of another person's work, such as providing pirated computer programs or links to them, or providing information to circumvent manufacturer-installed copy-protect devices;
Infringes any patent, copyright, trademark, service mark, trade secret, or other proprietary right of any other party;
Contains restricted password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
Provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;
Provides instructional information about illegal activities such as making or buying illegal weapons, or providing or creating computer viruses;
Contains a software virus or any other code files or programs that are designed to or have the ability to interrupt, destroy, compromise, or otherwise limit the functionality of any computer software or hardware or telecommunications equipment, whether owned by RBA or any other party;
Solicits passwords, or personal identifying information for commercial or unlawful purposes from other users; or Otherwise violates any local, provincial/state, national or other applicable law or regulation.
In addition, you may not, in connection with your use of RBA Web Sites:
Impersonate any person or entity, including a RBA officer or employee, or falsely misrepresent your affiliation with any other person or entity;
Forge headers or otherwise manipulate identifiers for the purpose of disguising the origin of any User Content posted or transmitted through or on the Site;
Engage in commercial activities and/or sales without RBA's prior written consent including, without limitation, contests, sweepstakes, barter, or advertising;
Post or transmit any Content that you do not have the right to post or transmit;
Post or submit unsolicited commercial e-mail, chain letters, pyramid schemes, or seek or encourage others to engage in these activities;
Stalk or harass any other person; or
Collect or "harvest" from the Site the names of other users for the purpose of transmitting to those other users unsolicited commercial messages.
If you discover this kind of material or activity on the Site, please notify us at "email@example.com".
RBA has the right to restrict access to its Web Sites and Services. Any conduct that violates the terms of this paragraph shall constitute a breach of the TOU, and that RBA reserves the right to immediately terminate the Agreement.
You agree not to sell, resell or offer for any commercial purposes, any portion of the Services, use of the Services or access to the Services.
RBA may establish general practices and limits concerning the use of RBA Web Sites, as defined by posted Service-specific Rules. While RBA will use reasonable efforts to back up site data and make such data available in the event of loss or deletion, RBA has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by any RBA Web Sites.
RBA reserves the right to mark as "inactive" and delete accounts that are inactive for an extended period of time. RBA reserves the right to change these general practices and Service-specific Rules at any time, in its sole discretion, with notice to users and the public as described in "Acceptance of Terms" above.
You represent, warrant, and covenant that (a) you have the power and authority to enter into this Agreement; (b) you are at least eighteen (18) years of age; and, (c) you will only use the RBA Web Sites in accordance with these TOU.
You undertake and agree to comply with the terms and conditions of this Agreement and that you are solely responsible and liable for actions which are in contravention of this Agreement or any applicable law. You agree to indemnify, defend and hold harmless RBA, its affiliates and the officers, directors, employees, agents and contractors of RBA and its affiliates from and against all losses, expenses, damages, and costs, including reasonable attorney's fees, resulting from any violation of this Agreement or any activity related to the use of this Web Site (including negligent or wrongful conduct) by you, by any persons allowed by you to gain access to the Web Site or by any other person who has gained access to the Web Site or Services provided pursuant to the web site using your identification or password. The provisions of this paragraph are for the benefit of RBA and its affiliates as well as the respective officers, directors, employees, agents and contractors of RBA and its affiliates. Each of these entities or individuals shall have the right to assert and enforce these provisions directly against you on its behalf.
RBA reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you hereunder and in such event, you shall have no further obligation to provide indemnification for such matter.
EACH USER'S USE OF THE SERVICE IS AT HIS OR HER SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND RBA ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS. EACH USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO HIS OR HER COMPUTER SYSTEM OR LOSS OF DATA WHICH RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. RBA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, RBA MAKES NO WARRANTY THAT (i) RBA OR ANY SERVICE WILL MEET YOUR REQUIREMENTS, (ii) ANY USER ACCESS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY ANY USER WILL MEET HIS OR HER EXPECTATIONS, AND (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
EXCLUDING ONLY DAMAGES ARISING OUT OF RBA' S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, RB ASSOCIATES LTD. 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 (EVEN IF RBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY USER'S USE OR INABILITY TO USE THE SERVICE; THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR ANY OTHER MATTER RELATING TO RBA OR ANY SERVICE. IN NO EVENT SHALL RBA'S TOTAL CUMULATIVE LIABILITY TO ANY USER OR OTHER PARTY UNDER THESE TERMS OF SERVICE OR OTHERWISE EXCEED ($1,000.00).
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.
WE DO NOT GUARANTEE CONTINUOUS UNINTERRUPTED OR SECURE ACCESS TO RBA WEB SITES. OPERATION OF RBA WEB SITES MAY BE SUBJECT TO INTERFERENCE FROM NUMEROUS FACTORS OUTSIDE OUR CONTROL. FURTHER, SCHEDULED AND PREVENTIVE MAINTENANCE AS WELL AS REQUIRED AND EMERGENCY MAINTENANCE WORK MAY TEMPORARILY INTERRUPT SERVICES OR ACCESS TO THE WEB SITE. THE DISCLAIMERS OF WARRANTY AND LIMITATIONS OF LIABILITY APPLY, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY CAUSED BY THE FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORTIOUS BEHAVIOUR, NEGLIGENCE OR ANY OTHER COURSE OF ACTION BY RB ASSOCIATES LTD.
Braecrest Design, the braecrest logo and other Braecrest Design trademarks, service marks, and product and service names are trademarks of RB Associates Ltd. (the "RBA Marks"). RB Associates is a trademark of RB Associates Ltd. All other marks are property of their respective owners. Nothing in this TOU grants you any right to use any trademark, service mark, logo or trade name of RBA or any Third Party.
With respect to posting messages, uploading files, in any other way communicating on RBA Web Sites, inputing text or data, entered into and stored by publicly-accessible site features such as message boards (hereinafter "RBA Public Content"), the submitting user retains ownership of such RBA Public Content.
In each such case, the submitting user grants RBA the royalty-free, irrevocable, non-exclusive, perpetual and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such RBA Public Content (in whole or part) world-wide and/or to incorporate it in combination with other information and/or works in compilations in any form, media, or technology now known or later developed. RBA shall have the right to register a copyright in any such compilations.
The user hereby represents and warrants to RBA that the user is the owner of the licensed work and all other proprietary rights contained therein and that the user has the full right, power and authority to grant RBA all the rights and licence specified herein; that any and all moral rights any party may have in the licensed work have been waived; that no further consent is required from any other person, firm, corporation or labour organization to enable RBA to use the licensed work for the purposes and in the manner described herein; and that no such use by RBA will subject RBA to liability for a further payment of any kind to any other party or will infringe upon or violate any property or right of any third party.
You should assume that RBA Web Sites and all of their contents and components, (including submissions, underlying source code, graphics, etc) are copyrighted and that, except for a single copy for your personal use only, you may not copy, resell, or redistribute any part of RBA Web Sites in any manner without the express written permission of the owner(s).
RBA respects the intellectual property of all parties and we ask our users to do the same. If a user or other third party believes that its Content has been copied in a way that constitutes copyright infringement, that user or third party should provide RBA with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that has been infringed; (c) a description of where the allegedly infringing material is located on the Web Site; (d) the affected user or third party's address, telephone number and email address; (e) a statement by the affected user or third party that he or she has a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by the affected user or third party, under penalty of perjury, that the above information is accurate and that such user or third party is the copyright owner or is otherwise authorized to act on the copyright owner's behalf. If RBA receives such a claim, RBA reserves the right to refuse or delete Content as described under Section "CONTENT" hereto, or to terminate a user's account in accordance with Section "TERMINATION". Claims may be sent to "firstname.lastname@example.org".
Material from this World Wide Web site and any other Internet Web site owned, operated, licensed, or controlled by RBA or any of its related, affiliated, or subsidiary companies, may not be copied, reproduced, distributed, modified, published, uploaded, posted, or transmitted in any way, without the prior written consent of RBA, EXCEPT: you may download one copy of the material on one computer for your personal use only, provided you do not delete or change any copyright, trademark, or other proprietary notices. Modification, distribution, or use of the material contained in any RBA Web Site site for any other purpose directly violates RBA intellectual property rights. The material contained within this Web Site is copyrighted, is protected by worldwide copyright laws and treaty provisions, and is provided for lawful purposes only. Any re-transmission, re-broadcast or copying for anything but the personal use described above is strictly prohibited.
The Province of Manitoba has exclusive jurisdiction over any claim or dispute and that the Agreement is governed by the laws of the Province of Manitoba and the laws of Canada applicable therein, and that the parties attorn to the jurisdiction of the Courts of Manitoba for the resolution of any disputes.
This Agreement shall be governed in all respects by the laws of the Province of Manitoba, Canada without giving effect to its conflict of laws provisions. Both parties submit to personal jurisdiction by and venue in the provincial and federal courts in the Province of Manitoba, and further agree that any cause of action arising under this Agreement shall be brought in such venue. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. RBA's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This Agreement and the terms and conditions contained herein sets forth the entire understanding and agreement between us with respect to the subject matter hereof, and supersedes any prior or contemporaneous understanding whether in written or oral form.
Please report any violations of the TOU, or any other matters to "email@example.com".
If you would like to comment on RBA policies, please send your comments to:
RB Associates Ltd.
or e-mail to: firstname.lastname@example.org
Revised September 17, 2001