Steadyhand™ Investment Funds Website Use Agreement
This version in effect since April 10, 2007
This Agreement governs use of the Steadyhand Investment Funds website. It exempts Steadyhand and other persons from liability or limits their liability, and contains other important provisions that you should read. By using the website, you acknowledge and signify that you have read, understood and agreed to be bound by this Agreement. If you do not accept and agree to this Agreement, you may not access or use the website.
The website is administered by Steadyhand from Vancouver, British Columbia, Canada. Steadyhand’s products and services referenced on the website are available only in certain jurisdictions in Canada, and are not intended for or available to persons resident or located in other jurisdictions. (Please see Section 2 for more details).
1. Your Acceptance of this Agreement
This is an Agreement between you and all persons you represent (and for purposes of this Agreement, “person
” includes natural persons and any type of incorporated or unincorporated entity) and Steadyhand Investment Funds Inc. and Steadyhand Investment Funds Limited Partnership (together, “Steadyhand
”), regarding your access to and use of the Steadyhand Investment Funds website and all content, information, products and services available on or through the website, including the Blog (collectively, the “Website
”). This Agreement also provides benefits to Steadyhand’s affiliates, service providers, suppliers and other persons.
Each time you use the Website you signify your acceptance and agreement, and the acceptance and agreement of any person you purport to represent, without limitation or qualification, to be bound by this Agreement as it then reads, and you represent and warrant that you have the legal authority to agree to and accept this Agreement on behalf of yourself and any person you purport to represent. If you do not agree with each provision of this Agreement, or you are not authorized to agree to and accept this Agreement on behalf of the person you purport to represent, you may not access or use the Website.
2. Permission to Use the Website
The Website may be accessed and used only by persons in Canadian jurisdictions where Steadyhand’s services and securities of the Steadyhand investment funds, may lawfully be offered for sale (collectively, “Authorized Jurisdictions
”). Steadyhand Investment Funds Inc. is a mutual fund dealer in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario and a member of the Mutual Fund Dealers Association of Canada, and is the general partner of the Steadyhand Investment Funds Limited Partnership, the manager of the Steadyhand investment funds. Securities of the Steadyhand investment funds are qualified for sale to the public only in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario, and except in limited circumstances, may only be purchased through Steadyhand Investment Funds Inc. or other registered dealers by persons resident or located in British Columbia, Alberta, Saskatchewan, Manitoba and Ontario. Steadyhand’s services and securities of the Steadyhand investment funds are available only to persons in Authorized Jurisdictions, and are not intended for or available to persons resident or located in any other jurisdiction. In particular, the Steadyhand investment funds and the securities of those funds are not registered with the United States Securities Commission, and the funds are sold in the United States only in reliance on exemptions from registration. The Website, and the information and documents available on or through the Website, are not intended for persons resident or located in any jurisdiction other than an Authorized Jurisdiction. Access to the Website from locations where the Website is illegal is prohibited.
You are solely responsible for determining whether your use of the Website is lawful, and you must comply with all laws applicable in the jurisdiction from which you are accessing and using the Website.
The Website may be accessed and used only by individuals who can form legally binding contracts on their own behalf and on behalf of the persons they represent, and who have accepted this Agreement. The Website may not be used by persons if their permission to use the Website has been previously revoked or terminated by Steadyhand.
“Clients Only” portions of the Website may be accessed and used only by registered clients of Steadyhand Investment Funds Inc. or their registered authorized representatives who have signed the Steadyhand Investment Funds Inc. Investment Account Application, and have a valid and subsisting username and password (collectively, “Codes
”) issued by Steadyhand Investment Funds Inc.
3. "Clients Only" Portion of Website
If you are a Steadyhand client and have been issued applicable Codes by Steadyhand, you may access the clients only portions of the Website to access account and unitholder information and documents and to communicate with and provide instructions to Steadyhand. The following provisions apply to use of the clients only portions of the Website:
(a) Eligible Accounts: All of your eligible present and future Steadyhand accounts will be accessible through the clients only portions of the Website.
(b) Website Communications and Instructions: You authorize us to accept your communications and instructions given via the Website as if those communications and instructions had been given directly by you in writing and signed by you, and you authorize us to respond via the Website and by email to your communications and instructions. We may in our discretion require that certain communications and instructions be confirmed by telephone communications or by signed paper documents before the communications or instructions are processed or implemented.
(c) No Communications from outside Canada: You may not contact us via the Website to provide instructions regarding transactions while you are located outside of Canada.
(d) Refusal to Process Instructions: Except as required by applicable law, we may in our discretion refuse to process any instructions that you give to us via the Website, or may reverse the processing of any such instructions at any time, without any prior notice or any liability to you or any other person, including without limitation, if: (a) we cannot process the instructions; (b) the instructions violate any agreement you may have with us; (c) the instructions conflict with information you provided to us in your current Investment Account Application form; or (d) there is an operational failure or malfunction in connection with the transmission of the instructions.
(e) Accuracy of Instructions: You are responsible and liable for ensuring that all instructions you give to us via the Website are true, accurate, and complete. We will rely upon the truth, accuracy, and completeness of your instructions.
(f) No Time Sensitive Instructions: Time-sensitive instructions and other communications should no be communicated via the Website. Rather, they should be communicated to Steadyhand by telephone or in person.
(g) Processing and Verification: WE ARE NOT RESPONSIBLE OR LIABLE TO YOU OR ANY OTHER PERSON IF WE DO NOT IMMEDIATELY PROCESS OR IMPLEMENT YOUR INSTRUCTIONS OR COMMUNICATIONS. Instructions and other communications you provide via the Website may take time to process, implement, and execute, and certain instructions and communications (or portions thereof) may only be processed, implemented or executed during normal business hours even though the Website may be accessible outside such hours. We will not issue an acknowledgement of receipt of instructions or communications you send to us via the Website. You are solely responsible and liable for verifying that your instructions and communications have been received and timely processed and implemented by contacting your account representative or checking your account and transaction information via the Website. You will immediately report to us by telephone any error, omission, or irregularity regarding any of your account or transaction information accessible via the Website, including any discrepancy between that information and the trade confirmations, account statements and other account information we deliver to you.
(h) Cancellation of Instructions: You may request the cancellation of instructions given via the Website that have not yet been processed. If we process the instructions before we process your cancellation request, your cancellation request will not be effective.
4. Scope of Agreement
This Agreement, together with any applicable, valid and subsisting Steadyhand Investment Funds Inc. Investment Account Application, govern your use of the Website, are the entire agreement between you and Steadyhand relating to your use of the Website, and supersede all previous agreements, written, oral or otherwise, between you and Steadyhand with respect to your use of the Website. Information, documents (including research reports and stock quotes), products, and services available on or through the Website may also be subject to additional applicable terms and conditions and disclosures.
This Agreement is in addition to and supplements any other written agreements you may have with Steadyhand concerning your dealings with Steadyhand generally. If there is any inconsistency or conflict between this Agreement and any applicable Steadyhand Investment Funds Inc. Investment Account Application, on the one hand, any other agreements that you or any persons you represent have with Steadyhand, on the other hand, this Agreement and the Steadyhand Investment Funds Inc. Investment Account Application will govern regarding access to and use of the Website, and the other agreements will govern regarding all other matters.
5. Changes to this Agreement
Steadyhand may in its discretion change, supplement or amend this Agreement as it relates to your future use of the Website from time to time, without any prior notice or liability to you or any other person, by posting the revised Agreement on the Website. By using the Website after this Agreement has been revised, you signify your acceptance and agreement, and the acceptance and agreement of all persons you purport to represent, without limitation or qualification, to be bound by the revised Agreement, and you represent and warrant that you have the legal authority to agree to and accept the revised Agreement on behalf of yourself and all persons you purport to represent. If you do not agree with each provision of the revised Agreement, or you are not authorized to agree to and accept the revised Agreement, you may not use the Website. You may not change, supplement, or amend this Agreement in any manner.
6. Codes (Usernames and Passwords)
All Codes remain the property of Steadyhand Investment Funds Inc., and may be cancelled or suspended at any time by Steadyhand Investment Funds Inc. in its discretion without any notice or liability to you or any other person. Codes do not restrict access by Steadyhand Investment Funds Inc. to password-protected information.
Steadyhand Investment Funds Inc. is not under any obligation to verify the identity or authority of any person using Codes to access and use the Website. Steadyhand Investment Funds Inc. may act upon any communication that is given with the use of Codes. Steadyhand Investment Funds Inc. may in its discretion require proof at any time of the identity of any person seeking to access and use the Website, and may deny access to and use of the Website or parts of it or refuse to accept or act upon any communication if Steadyhand Investment Funds Inc. is not satisfied with such proof.
If you have been issued Codes: (a) you are fully responsible and liable for all use and misuse of the Codes; (b) you will not disclose the Codes to any other person or permit any other person to use the Codes; (c) you will keep the Codes secure and confidential at all times, including not using any “save passwords” feature on your Internet browser software and not leaving your computer until you have logged-off the Website; and (d) you will immediately notify Steadyhand Investment Funds Inc. by telephone (1.888.888.3147) if you know or suspect that any of the Codes have become known to or used by any person other than the person to whom the Codes were issued by Steadyhand Investment Funds Inc. or might otherwise be available for unauthorized use.
7. No Transactions, Orders, Instructions
Except for the “Clients Only” portions of the Website, the Website may not be used to access account information, to engage in transactions, to place buy or sell orders, or give instructions to Steadyhand or any other person regarding any matter.
Email is not secure or confidential, and email delivery can be delayed or misdirected. For those reasons, email may not be used to provide instructions, or orders or other time-sensitive or confidential information to Steadyhand.
If you use email to communicate with Steadyhand, you do so at your own risk. Steadyhand will not be responsible or liable to you or any other person for any loss or damage suffered as a result of your use of email to communicate with Steadyhand, or the use of email by Steadyhand to communicate with you or other persons at your express or implied request.
9. Disclosure Statement
Steadyhand and its affiliates, and their respective directors, officers, employees or partners, or members of their families, may from time to time acquire, hold or sell securities mentioned on the Website as principal or agent.
Steadyhand Investment Funds Limited Partnership is the manager of the Steadyhand investment funds. Steadyhand Investment Funds Inc. is the general partner of the Steadyhand Investment Funds Limited Partnership and the principal distributor of units of the Steadyhand investment funds. Accordingly, the Steadyhand investment funds are considered to be “connected issuers” of Steadyhand Investment Funds Inc. within the meaning of applicable securities laws.
10. No Advice
The Website (including the Blog) is for informational and demonstrative purposes only. The Website is not: a comprehensive or detailed statement concerning the matters addressed; advice or a recommendation; or an offer, solicitation or recommendation to sell or buy any stock, bond or other financial instrument or any product or service. You should obtain appropriate, qualified professional advice before acting or omitting to act based upon any information obtained on or though the Website.
11. Errors and Corrections
Steadyhand endeavours to provide accurate information and documents on and through the Website, but errors may occur and information and documents may become out of date. Steadyhand does not guarantee the accuracy, completeness, or timeliness of the information and documents available on or through the Website. Steadyhand may in its discretion change the information and documents available on or through the Website at any time and from time to time without any notice or liability to you or any other person. You may obtain complete and up-to-date information and documents regarding products and services and other matters referenced on the Website by contacting Steadyhand’s offices.
The information and documents available on or through the Website are not the official versions of the simplified prospectus, financial statements or any of the other disclosure documents required by applicable securities and other laws for the Steadyhand investment funds, and may not be the most current source of information about the Steadyhand investment funds. The disclosure documents for the Steadyhand investment funds are available on SEDAR at www.sedar.com.
12. The Blog
The Blog contains our views on various topics as well as comments submitted by Website users. The Blog is intended to be a convenient means of exchanging ideas and opinions, and is not a comprehensive or detailed statement concerning the matters addressed; advice or a recommendation; or an offer, solicitation or recommendation to sell or buy any stock, bond or other financial instrument or any product or service.
If you submit a comment to the Blog, you will ensure that the comment complies with the following requirements:
- No Other Author: You must be the sole author of the comment, which must not include materials created by other persons.
- Accurate Information: The comment must accurately reflect your opinion. The comment must identify you as the person submitting the comment, and must not falsely state or otherwise misrepresent an affiliation with any other person.
- No Commercial Promotion: The comment must not reference or promote any business, wares, or services, including without limitation soliciting business or selling or offering to sell any goods or services.
- Respect for Other Person’s Rights: The comment must not infringe the legal rights (including personal information protection, privacy and intellectual property rights) of any other person, and must not contain personal information (such as names, telephone numbers, email addresses, postal addresses, social insurance or social security numbers) about any other person.
- No Offensive Content: The comment must not be abusive, deceptive, defamatory, derogatory, fraudulent, harassing, harmful, hateful, indecent, obscene, offensive, pornographic, profane, racist, sexist, sexually explicit, threatening, vulgar, or otherwise objectionable, and must not advocate, depict, encourage, or tend to incite any such conduct, the commission of a crime or other unlawful activities.
Comments submitted to the Blog are not secure or confidential. Not all comments submitted to the Blog will be posted to the Blog. Steadyhand is not obliged to monitor, screen, police or edit comments submitted to the Blog, although it reserves the right to do so in its discretion. Steadyhand may in its discretion remove comments from the Blog without any notice or liability to you or any other person.
If you have any concerns regarding the Blog, please send an email (with your name, email contact details, and a summary of your concerns) to firstname.lastname@example.org.
You are solely responsible and liable for setting-up, maintaining and regularly reviewing security arrangements concerning your access to and use of the Website and information stored on your computer and communications systems. You will not do anything that might compromise the security of the Website or the systems or security of any other users of the Website.
14. Information Submissions and Communications
To use portions of the Website, you may be required to submit information through the Website. You will ensure that all information you submit through the Website is true, accurate, current and complete. Steadyhand will rely upon the information you submit. You will be responsible for all loss, damage, liabilities, obligations or additional costs that you, Steadyhand or any other person may incur as a result of your submission of any false, incorrect or incomplete information.
If you use the Website or email to communicate with Steadyhand, you authorize Steadyhand to accept those communications as if they had been given directly by you in writing and signed by you, and to respond to your communications by means of Internet communications, email or other means. Communications you send to Steadyhand are not effective unless and until they are processed by the responsible Steadyhand representative. Steadyhand may refuse to process any communications sent to Steadyhand, or may reverse the processing of any communications sent to Steadyhand, at any time in Steadyhand’s discretion and without any notice or liability to you or any other person, including without limitation if: (a) Steadyhand cannot process the communications; (b) the communications violate any provision of this Agreement or any other agreement that you may have with Steadyhand; (c) Steadyhand considers that the communications may be fraudulent or unlawful; or (d) there is an operational failure or malfunction in connection with the transmission of the communications.15. Disclaimers, Liability Exclusions/Limitations/Release and Indemnity
Steadyhand does not accept any liability for your use of the Website (including the Blog). For that reason, the following provisions apply to all matters arising from, connected with or relating to the Website.
Your access to and use of the Website is at your own risk.
The Website is provided on an “as is” and “as available” basis, without any representations, warranties or conditions of any kind, whether express or implied, and including without limitation implied representations, warranties or conditions of or relating to accuracy, accessibility, availability, completeness, errors, fitness for a particular purpose, merchantability, non-infringement, performance, quality, results, security, sequence, or timeliness, all of which are hereby disclaimed by Steadyhand to the fullest extent permitted by law. there will not be any representations, warranties or conditions created by a course of dealing, course of performance or trade usage.
Without limiting the generality of the foregoing, Steadyhand makes no representation, warranty, condition or guarantee that: (a) the Website will be compatible with your computer and related equipment and software; (b) the Website will be available or will function without interruption or will be free of errors or that any errors will be corrected; (c) the Website will meet your requirements; (d) the information available on, through or connected with the website will be timely, uninterrupted, sequential, accurate, authentic or complete; (e) certain or any results may be obtained through the access to or use of the Website; and (f) access to and use of the Website will be free of viruses, trojan horses, worms or other destructive or disruptive components and will not infringe the rights (including intellectual property rights) of any person; and Steadyhand disclaims all liability regarding such matters to the fullest extent permitted by law.
Certain documents and information available on, through or in connection with the Website including statements which contain words such as “could”, “expect”, “believe”, “plan”, “may”, “will” and similar expressions, and statements relating to matters that are not historical facts, are forward-looking statements. Actual results, performances or achievements may be materially different from results, performances or achievements expressed or implied by such forward-looking statements. Forward-looking statements are qualified by known and unknown risks and uncertainties surrounding future expectations, including but not limited to risks associated with general industry and market conditions and growth rates; international growth and global economic conditions, including interest rate and currency exchange rate fluctuations; adverse regulatory action; technological change; taxation; availability of sufficient funding; and generation of operating cash flow sufficient to provide financial viability. Steadyhand disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Unit or stock price and related information displayed on or available through or in connection with the Website is delayed and provided for informational purposes only. It is not intended for, and should not be relied upon for, any trading, business, financial or other purposes. Unit or stock price and related information may not be timely, accurate, complete, sequential, accessible or uninterrupted. Steadyhand is not liable or responsible in any way for any delays, inaccuracies, or errors in any unit or stock price or related information, or for any damages, losses or costs arising from reliance on any unit or stock price or related information. You should verify the accuracy of information available on, through or in connection with the Website before making any trade or transaction based upon such information.
Documents and information displayed on or available through or in connection with the Website are current as of the indicated date or posting date, whichever is earlier. Such documents and information may not be timely, accurate, complete, sequential, accessible or uninterrupted. Steadyhand disclaims any intention or obligation to update or revise any documents or information displayed on or available through or in connection with the Website, whether as a result of new information, future events or otherwise. Steadyhand does not assume any duty of disclosure beyond that which is required by law.
You are solely responsible for: (a) obtaining, configuring and maintaining all computer hardware, software, telephone services, and other equipment and services necessary for you to access and use the Website; (b) scanning for and preventing the receipt and transmission of viruses, trojan horses, worms or other destructive or disruptive components; and (c) maintaining a complete and current backup of all information and data in your computer system prior to accessing or using the Website.
The operation of the Website may be affected by numerous factors beyond Steadyhand’s control. Website operations may not be continuous or uninterrupted, and may be subject to security and privacy breaches. Codes may be circumvented, and may not prevent unauthorized access to your accounts or information.
Steadyhand is not responsible for monitoring the Website and is not responsible or liable for any changes to the Website without its consent.
Steadyhand is not under any obligation to verify the identity or authority of any person accessing or using the Website.
(b) Liability Exclusions and Limitations/Indemnity and Release
Notwithstanding any other provision of this Agreement, and to the maximum extent permitted by applicable law:
(i) Exclusions: Under no circumstances will Steadyhand ever be liable to you or any other person for any loss or damage (including without limitation direct, indirect, incidential, consequential, special, punitive, or exemplary loss or damage) arising from, connected with, or relating to the Website, this Agreement, the subject matter of this Agreement, the termination of this Agreement or otherwise, including but not limited to loss of data (including without limitation customer data), business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise (including without limitation by reason of any expenditures, investments, leases or commitments made in anticipation of the continuance or performance of this agreement), or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity). Without limiting the generality of the foregoing, under no circumstances will Steadyhand ever be liable to you or any other person for any loss or damage suffered by you or any other person as a result of any failure or refusal by Steadyhand to give effect to, or for any failure or delay by Steadyhand in receiving, accessing, processing or accepting, any communication sent to Steadyhand by means of the Website, email or otherwise, or for any loss or damage suffered as a result of the operational failure, malfunction, interruption, change, amendment or withdrawal of the Website or any part of it or email services.
(ii) Limitations: If, notwithstanding paragraph 15B(I) above, Steadyhand is liable to you or any other person, then in no event and under no circumstances will Steadyhand’s total aggregate liability to you or any other person under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), ever exceed $100 (CDN). You hereby release, remise and forever discharge Steadyhand from all liability in excess of $100 (CDN).
(iii) Release: You hereby release, remise and discharge Steadyhand from all obligations, liabilities, claims and demands in excess of the exclusions and limitations set forth in paragraphs 15(B)(i) and 15(B)(II) above.
You will indemnify, defend and hold Steadyhand harmless from and against all liabilities, expenses and costs, including without limitation reasonable legal fees and expenses, incurred by Steadyhand in connection with any claim or demand arising out of, related to, or connected with your access to or use of the Website, your Breach of this Agreement, or any wrongful conduct by you or any person for whom you are responsible under this Agreement or at law. You will assist and co-operate as fully as reasonably required by Steadyhand in the defence of any such claim or demand.
In this Section 15: (a) references to “Steadyhand” include Steadyhand Investment Funds Inc., Steadyhand Investment Funds Limited Partnership and each of their respective directors, officers, employees, partners, agents, information providers, service providers, suppliers, sub-contractors, licensors and licensees, and all other related, associated, or connected persons, jointly and severally; and (b) references to “You” means you and any persons you purport to represent, jointly and severally.
this Section 15 applies regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by Steadyhand or any person for whom Steadyhand is responsible, and even if Steadyhand has been advised of the possibility of loss or damage being incurred.
You acknowledge and agree that this Agreement represents a fair allocation of risk and liability. Advice and information provided by Steadyhand, whether oral or written, will not create any representation, warranty, condition or guarantee or vary or amend this Agreement, including the above disclaimers, liability exclusions, liability limitations, release and indemnity provisions, and you may not rely upon any such advice or information.
The exclusion of certain warranties and conditions and the exclusion or limitation of certain liabilities are prohibited by law in some jurisdictions. Such limitations may apply to you.
16. Personal Information Privacy
17. Ownership and Permitted Use of the Website
The Website and all content (including information in text, graphical, video and audio forms, documents, images, icons, software, designs, applications, calculators, models, data, and other elements) available on or through the Website are the property of Steadyhand and other persons, and are protected by Canadian and international copyright, trademark and other laws. Your use of the Website does not transfer to you any ownership or other rights in the Website or its content.
The Website and its content are made available to you for your lawful, personal use only. You may use the Website only in the manner described expressly in this Agreement and subject to all applicable laws. Using the Website for any other purpose or in any other manner is strictly prohibited.
You may print the pages of the Website for your private, personal and non-commercial use, provided that you do not modify any of the content and you do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers. The Website may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, scraped, mirrored or distributed in any way, in whole or in part, without the express prior written consent of Steadyhand. You may not reproduce, copy, duplicate, sell, or resell any part of the Website or access to the Website.
18. Steadyhand Records
Steadyhand’s records are, unless proven to be wrong, conclusive evidence of your access to and use of the Website and the information and documents available on, through or in connection with the Website. You will not object to the admission of Steadyhand’s records as evidence in any legal proceeding on the ground that such records are not originals, are not in writing, are hearsay, or are documents containing information extracted from a computer.
19. Trademark Information
Steadyhand and the Steadyhand Logo are trademarks, service marks and trade names owned or licensed by Steadyhand Investment Funds Inc. Other product and company names and logos appearing on or in connection with the Website may be registered or unregistered trademarks, service marks, trade names and logos of their respective owners. Any use of the trademarks, service marks, trade names or logos displayed on or in connection with the Website (collectively, “Marks
”) is strictly prohibited. Nothing appearing on or in connection with the Website will be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Marks.
20. Other Sites
For your convenience, the Website may include links or references to other Internet sites or resources and businesses operated by other persons (collectively, “Other Sites
”). Other Sites are independent from Steadyhand, and Steadyhand has no responsibility or liability for or control over Other Sites, their business, goods, services, or content. Steadyhand does not sponsor or endorse Other Sites or their business, goods, services, or content. Your use of Other Sites and your dealings with the owners or operators of Other Sites is at your own risk, and you will not make any claim against Steadyhand arising from, connected with, or relating to your use of Other Sites or your dealings with the owners or operators of Other Sites. The provisions of this Agreement under Section 14 (Disclaimers, Liability Exclusions/Limitations/Release and Indemnity) apply, with all necessary modifications, to your access to and use of Other Sites and their business, goods, services and content.
21. No Linking, Framing, Mirroring, Scraping, Data-Mining or Postings
Links to the Website without the express written permission of Steadyhand are strictly prohibited. To request permission to link to the Website, please send an email to email@example.com. Steadyhand may in its discretion cancel and revoke any permission it may give to link to the Website at any time and without any notice or liability.
The framing, mirroring, scraping or data-mining of the Website or any of its content in any form and by any means is strictly prohibited. You may not use any browsing or display technologies in connection with your use of the Website or to post comments, communications, or any other data of any kind to or on the Website with the intention that such postings may be viewed by other users of the Website.
22. Unsolicited Submissions
Steadyhand does not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved goods, services or technologies, product enhancements, processes, materials, marketing plans, or new product, service or business names. The purpose of this policy is to avoid potential misunderstandings or disputes. Accordingly, please do not send any unsolicited ideas, suggestions or other materials ("Submissions
") to Steadyhand.
If you send Submissions to Steadyhand, you automatically grant (or warrant that the owner of the Submissions grants) to Steadyhand and its assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of Steadyhand or its assigns, and you agree, represent and warrant that all moral rights in the Submissions are waived in favour of Steadyhand and its assigns.
23. Changes / Termination
Steadyhand may in its discretion and for its convenience at any time change, discontinue, modify, restrict, suspend or terminate the Website or any part of it without any notice or liability to you or any other person.
Steadyhand may in its discretion and for its convenience at any time immediately suspend or terminate (in whole or in part) your permission to access and use the Website and your Codes without any notice or liability to you or any other person.
If this Agreement or your permission to access or use the Website is terminated by you or Steadyhand for any reason, then this Agreement will continue to apply and be binding upon you regarding your prior access to and use of the Website, and anything connected with, relating to or arising therefrom. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement, Sections 15, 16, 18, 19, 20, 21, 22, 23, 24 and 25 of this Agreement, and all other provisions necessary for their interpretation or enforcement, will survive indefinitely after the termination of this Agreement and remain in full force and effect.
24. Governing Law and Dispute Resolution
This Agreement, your access to and use of the Website, and all related matters are governed solely by the laws of British Columbia, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws and excluding the United Nations Convention On Contracts For The International Sale Of Goods. All disputes, controversies and claims arising under, out of, in connection with, or in relation to the Website or this Agreement, or the making or validity of this Agreement, or its interpretation, or any breach thereof, or any related matters or any legal relationship associated therewith or derived therefrom (collectively “Disputes
”) will be referred to and finally resolved by binding arbitration under the International Commercial Arbitration Rules of the British Columbia International Commercial Arbitration Centre (the “BCICAC
”) by one arbitrator appointed in accordance with those rules. The arbitration will be confidential and administered by the BCICAC in accordance with its rules. If the BCICAC is not operative, the arbitration will proceed ad hoc and be governed by the Commercial Arbitration Act (British Columbia). The place of arbitration will be the City of Vancouver, British Columbia and the language to be used in the arbitration will be the English language. Any awards rendered in any such arbitration are final and binding, and judgment thereon may be entered in any court having jurisdiction for its enforcement. Notwithstanding the foregoing, the parties may seek appropriate judicial equitable remedies from the Supreme Court of British Columbia sitting in Vancouver, British Columbia regarding any and all Disputes prior to or during the arbitration of the Disputes, and the parties hereby irrevocably submit and attorn to the original and exclusive jurisdiction of that court in respect of all such matters.
25. Other Matters
If any provision of this Agreement is determined to be unenforceable or invalid for any reason, then that provision will be deemed to be severed from this Agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of any such severance this Agreement would fail in its essential purpose.
This Agreement enures to the benefit of and is binding upon each of Steadyhand and its successors, assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns and personal representatives. You may not assign this Agreement or the rights and obligations under this Agreement. Steadyhand may assign this Agreement and its rights and obligations under this Agreement without your consent. This Agreement contains provisions for the benefit of Steadyhand and its directors, officers, employees, partners, agents, information providers, service providers, suppliers, sub-contractors, licensors and licensees, and other related, associated, affiliated or connected persons, each of whom has the right to assert and enforce such provisions directory or on its own behalf.
No consent or waiver by any party to or of any breach or default by any other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by all parties.
The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient rediges en anglais.
Any rights not expressly granted by this Agreement are reserved to Steadyhand.
This Agreement is subject to change by Steadyhand without notice.