Everyonemobi Partner Terms

 

Date of Last Revision: January 25, 2012

 

1. Your relationship with AllViso (Everyonemobi Service) 
1.1 Your use of AllViso’s products, software, services and web sites including the Everyonemobi Reseller Programs in relation to mobile content creation and QR management (referred to collectively as the “Services” in this document and excluding any services provided to you by AllViso under a separate written agreement) is subject to the terms of a legal agreement between you and AllViso. “AllViso” means AllViso Solutions Ltd., whose principal place of business is at #204, 225 Hanselman Ct., Saskatoon, SK Canada S7L 6A4. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with AllViso, your agreement with AllViso will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Terms”. The Terms form a legally binding agreement between you and AllViso in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.


2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by AllViso in the user interface for any Service; or
(B) by actually using the Services. In this case, you understand and agree that AllViso will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services if (a) you are not of legal age to form a binding contract with AllViso, or (b) you are a person barred from receiving the Services under the laws of the Canada or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of the Terms for your records.


3. Provision of the Services by AllViso
3.1 AllViso is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which AllViso provides may change from time to time without prior notice.
3.2 You may stop using the Services at any time provided you cancel your account with AllViso (as permitted under the Services).
3.3 You acknowledge and agree that if AllViso decides, acting commercially reasonably, to disable access to your account relating to the Services, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account relating to the Services and you will have no rights against AllViso (including for damages) in relation thereto.
3.4 You acknowledge and agree that any subsidiaries and/or affiliate(s) of AllViso shall be entitled to provide the Services to you on behalf of AllViso.


4. Use of the Services by you
4.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to AllViso will always be accurate, correct and up to date.
4.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from Canada or other relevant countries).
4.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by AllViso or its Application Programming Interface (API) unless you have been specifically allowed to do so in a separate agreement with AllViso.
4.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
4.5 You agree that you are solely responsible for (and that AllViso has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which AllViso may suffer) of any such breach.


5.  Service Payment
5.1 You must provide AllViso with accurate and complete billing information.  In addition to any one-time setup fees as indicated on required registration forms, you will be billed monthly, on or around the date of your account creation, your selected plan rate or separately agreed upon rate (calculated based on the number of Mobile Site End-Users that registered for the Service, and are currently hosted, using your Everyonemobi Sponsor Code) until you cancel the service, unless you and AllViso have agreed to, in writing, other payment terms.  If your account is past due, it is subject to a late payment fee. Delinquent accounts may be suspended or cancelled at the sole discretion of AllViso, however your monthly service charges will continue until your account has been cancelled. A suspended account is subject to a $49.95 processing fee to re-activate.


6. Your passwords and account security
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 If you become aware of any unauthorized use of your password or of your account, you agree to notify AllViso immediately.


7. Content in the Services
7.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
7.2 AllViso reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service
7.3 You agree that you are solely responsible for (and that AllViso has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which AllViso may suffer) by doing so.
7.4  Under the Everyonemobi Reseller Programs, you have no obligation or liability for Content created or submitted by any other end-user but yourself.  All end-users are governed by separate terms and conditions found within the Service.


8. Proprietary rights
8.1 You acknowledge and agree that AllViso (or AllViso’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by AllViso and that you shall not disclose such information without AllViso’s prior written consent.
8.2 Unless you have been expressly authorized to do so in writing by AllViso, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
8.3 When using Everyonemobi site creation or management tools on your own website, you must maintain the Everyonemobi branding and logo as provided by AllViso.


9. License from AllViso
9.1 AllViso gives you a personal, worldwide, non-assignable and non-exclusive license to use, and the right to grant a sub-license of your rights to use, the Services as provided to you by AllViso, but subject to the Terms. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by AllViso, in the manner permitted by the Terms.
9.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by AllViso, in writing.


10. Your Content
10.1 You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services.
10.2 AllViso may refer to your company by use of logo or Content in marketing and promotional inititiatives.


11. Ending your relationship with AllViso
11.1 The Terms will continue to apply until terminated by either you or AllViso as set out below.
11.2 All end-user sites associated with your account, apart from your own, will continue to be live until they are terminated as per their terms of service. 
11.3 If you want to terminate your agreement with AllViso, you may do so by (a) notifying AllViso at any time and (b) closing your accounts for all of the Services which you use, where AllViso has made this option available to you. Your notice should be sent either in writing or through the Service to AllViso.
11.4 AllViso may at any time, terminate its legal agreement with you if:
(A) You have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) AllViso is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the provision of the Services to you by AllViso is, in AllViso’s opinion, no longer commercially viable and, in such case, AllViso shall enter into good faith negotiations with you to help you continue your specific use of, or rights in, the Service.
11.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and AllViso have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed or would reasonable be considered to continue indefinitely, shall be unaffected by this cessation, and the provisions shall continue to apply to such rights, obligations and liabilities indefinitely.


12. EXCLUSION OF WARRANTIES
12.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT ALLVISO’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
12.3 IN PARTICULAR, ALLVISO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES WILL BE CORRECTED.
12.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
12.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ALLVISO OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
12.6 ALLVISO FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.


13. LIMITATION OF LIABILITY
13.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT ALLVISO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; AND
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION WITH ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES; (II) ANY CHANGES WHICH ALLVISO MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (III) YOUR FAILURE TO PROVIDE ALLVISO WITH ACCURATE ACCOUNT INFORMATION; (IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
13.2 THE LIMITATIONS ON ALLVISO’S LIABILITY TO YOU IN PARAGRAPH 12.1 ABOVE SHALL APPLY WHETHER OR NOT ALLVISO HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13.3  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF ALLVISO BECOMES LIABLE TO YOU, ALLVISO’S LIABILITY SHALL NOT EXCEED, IN AGGREGATE, WITH RESPECT TO ANY AND CLAIMS FOR WHICH ALLVISO COULD BE LIABLE TO YOU, THE AMOUNT OF THE SERVICE PAYMENT YOU PAID TO ALLVISO IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.


14. Copyright and trade mark policies
14.1 It is AllViso’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law and to terminating the accounts of repeat infringers.


15. Changes to the Terms
15.1 AllViso may make changes or additions to the Terms from time to time. When these changes or additions are made, AllViso will make a new copy of the Terms available to you within, or through, the Services.
15.2 You understand and agree that if you use the Services after the date on which the Terms have changed, AllViso will treat your use as acceptance of the updated Terms.


16. General Legal Terms
16.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
16.2 The Terms constitute the whole legal agreement between you and AllViso and govern your use of the Services (but excluding any services which AllViso may provide to you under a separate written agreement), and completely replace any prior agreements between you and AllViso in relation to the Services.
16.3 You agree that if AllViso does not exercise or enforce any legal right or remedy which is contained in the Terms (or which AllViso has the benefit of under any applicable law), this will not be taken to be a formal waiver of AllViso’s rights and that those rights or remedies will still be available to AllViso.
16.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
16.5 The Terms, and your relationship with AllViso under the Terms, shall be governed the laws of the Province of Saskatchewan, without regard to principles of conflict of laws. With respect to any disputes or claims, you agree not to commence or prosecute any action in connection therewith other than in the provincial and federal Courts of Saskatchewan and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the provincial and federal courts of Saskatchewan.