Arius may, at any time, modify, change, or add to these Terms, and any such modifications will be effective immediately upon posting on the Arius Web Site. Your continued use of the Arius Web Site following the posting of these changes to these Terms signifies your acceptance of those changes.
Please review our Privacy Statement, which also governs your visit to the Arius Web Site, to understand our policies with respect to information that we may collect from you when you use the Arius Web Site.
When you visit Arius Web Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. 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.
OWNERSHIP OF THE RESEARCH PORTAL AND COPYRIGHT
The Arius Web Site and all of the content (including, but not limited to, text, graphics, pictures, audio clips, video clips, logos, buttons, images, downloads, data compilations, software, icons, html and xml code) provided on this site (the “Arius Content”), as well as copyright, trademark, and other rights therein, are owned by or licensed to Arius and/or its affiliates and are protected by Canadian, United States and international intellectual property laws. Arius and its licensors retain all proprietary rights to the Arius Content. The Arius Content may not be reproduced, transmitted or distributed without the prior written consent of Arius.
All trademarks, service marks, trade names, logos and graphics (“Marks”) indicated on this site are registered trademarks of Arius and/or its affiliates, or are licensed by Arius and/or its affiliates, in Canada, the United States and other countries. You may not make any use of the Marks without the prior written consent of Arius.
LICENSE AND SITE ACCESS
Arius grants you a limited, nonexclusive, nontransferable, personal license to access, view, store, download, and use the Arius Web Site, subject to the Terms, for personal, non-commercial purposes. This site and any portion hereof may not be reproduced, duplicated, copied, downloaded, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Arius. You may not frame or utilize framing techniques to enclose the Arius Web Site, any of the Marks, the Arius Content, or other proprietary information (including images, text, page layout and form) of Arius and/or its affiliates without the express written consent of Arius. You may not use any meta tags or any other “hidden text” utilizing Arius's name or Marks without the express written consent of Arius.
Arius reserves the right, in its sole discretion, to suspend, discontinue, modify, or deny the use and availability of the Arius Web Site, or any portion therein, at any time without notification.
Arius reserves the right to make changes to documents, content, or other information on the Arius Web Site without obligation to notify any person of such changes.
Arius may alter, suspend, or discontinue Arius Web Site at any time for any reason, without notice or cost. The Arius Web Site may become unavailable due to maintenance or malfunction of computer equipment or other reasons.
YOUR USE OF THE ARIUS WEB SITE AND ITS CONTENT
Your use of the Arius Web Site is limited to your personal use only. Any further use by you of the Arius Web Site is expressly prohibited. Without limiting the foregoing, you shall not disclose any of the Arius Content to any third-party without Arius’s express written consent. You are responsible for ensuring the security and confidentiality of your user ID and passwords if applicable. You will be responsible for any unauthorized use of the Arius Web Site via such user IDs or passwords.
You may not use the Arius Web Site for any unlawful purpose, or for any purpose that is not expressly authorized by these Terms. If the Arius Web Site allows or authorizes you to upload materials, you may not upload or transmit materials that are illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin information provided. Also, you may not interfere or attempt to interfere with the proper operation of the Arius Web Site, including through the use of any device, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Arius Web Site through hacking, password mining, or any other means. Any unauthorized use of the Arius Web Site automatically terminates the license granted hereunder by Arius.
In addition, you agree not to: (i) access, monitor or copy any content or information of the Arius Web Site using any data mining, robots, spiders, scrapers or similar data gathering and extraction tools or any manual process for any purpose without our express written permission; (ii) violate the restrictions in any robot exclusion headers on the Arius Web Site or bypass or circumvent other measures employed to prevent or limit access to the Arius Web Site; (iii) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; or (iv) deep-link to any portion of the Arius Web Site for any purpose without our express written permission.
By using the Arius Web Site, you agree to indemnify, hold harmless, and defend Arius and its officers, directors, members, managers, employees, agents, affiliates, suppliers, licensors, successors, and assigns from and against any and all claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, reasonable attorneys' fees, resulting directly or indirectly from a claim by a third party that is based on your use of the Arius Web Site in violation of these Terms.
DISCLAIMER OF WARRANTIES
THE ARIUS WEB SITE AND ALL DOCUMENTS AND INFORMATION PROVIDED THEREON AND THEREIN, INCLUDING, WITHOUT LIMITATION, THE ARIUS CONTENT IS PROVIDED BY ARIUS ON AN “AS IS” AND “AS AVAILABLE” BASIS. ARIUS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR NON-STATUTORY, AS TO THE OPERATION OF THIS SITE, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED ON THIS SITE, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED. SPECIFICALLY, BUT WITHOUT LIMITATION, ARIUS AND ITS LICENSORS DO NOT WARRANT THAT: (i) THE INFORMATION ON THE ARIUS WEB SITE IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; (ii) THE FUNCTIONS CONTAINED ON THE ARIUS WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE ARIUS WEB SITE OR THE SERVER(S) THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LIMITATION OF LIABILITY
YOU EXPRESSLY AGREE THAT YOUR USE OF THE ARIUS WEB SITE IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES SHALL ARIUS, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, OR ITS SUPPLIERS OF DATA, SOFTWARE, OR OTHER SERVICES (THE “ARIUS SUPPLIERS”), BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY DIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOST DATA OR INFORMATION, LOSS OF USE OF OUR SITE, BUSINESS INTERRUPTION, LOSS OF BUSINESS REPUTATION OR GOODWILL, COSTS OF SUBSTITUTE SERVICES, OR DOWNTIME COSTS) THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE ARIUS WEB SITE OR THE INFORMATION CONTAINED ON THE ARIUS WEB SITE, INCLUDING, WITHOUT LIMITATION, THE ARIUS CONTENT, EVEN IF ARIUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
It is your responsibility to ascertain whether any information downloaded from the Arius Web Site is free of viruses, worms, Trojan horses, or other items of a potentially destructive nature.
INTENDED THIRD-PARTY BENEFICIARY
You acknowledge and agree that each of Arius’s licensors and each of the Arius Suppliers are intended third-party beneficiaries to these Terms.
LINKS TO THIRD-PARTY WEB SITES
The Arius Web Site may contain links to non-Arius web sites. Any such links are provided to you as a convenience only, and Arius is not responsible for the content of any linked web site. Any outside web site accessed from the Arius web site is independent from Arius, and Arius has no control over the content of that web site. In addition, a link to any non-Arius web site does not imply that Arius endorses or accepts any responsibility for the content or use of such a website.
GOVERNING LAW AND JURISDICTION
These Terms, and all matters arising directly or indirectly from your access to or other use of the Arius Web Site, shall be governed by and construed in accordance with the laws of the Province of British Columbia, without regard to its conflict of laws rules. You hereby submit to the exclusive jurisdiction of the provincial and federal courts located in the Province of British Columbia, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. A printed version of these Terms shall be admissible in judicial or administrative proceedings based on or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If any provision of these Terms is held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall apply only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of these Terms, and that provision and these Terms generally shall be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the parties as expressed in these Terms.
These Terms constitute the entire agreement between you and Arius with respect to the Arius Web Site, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Arius with respect to the Arius Web Site.