Terms & Conditions

Terms of Service

1. Acceptance of Terms of Service.

This is an agreement (“Agreement”) between you (“you” or “your”) and Xplorbis, including its affiliates and agents (“Xplorbis”, “Company”, “we”, “us” or “our”). This Agreement sets forth the legal terms and conditions governing your: (a) use of the Xplorbis website located at xplorbis.com and any other website owned and operated by Xplorbis, and/or any mobile application made available by Xplorbis (“App”) (collectively, the Website and the App shall be referred to as the “Site(s)”), (b) use of any services and resources available or enabled via the Sites (“Services”) by Xplorbis  or users of the Site (“Users”), (c) accessing any information, data, documents, communications, files, text, images, photographs, graphics, videos, webcasts, tools, resources, software and products made available or enabled via the Sites or Services by Xplorbis or Users (“Materials”), or (d) browsing or using the Sites. You agree to and are bound by this Agreement and the Privacy Policy located at xplorbis.com/privacy policy, which is incorporated herein by reference. If you do not agree to all of the terms and conditions contained in this Agreement and the Privacy Policy, do not access or use the Sites. Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version. Xplorbis may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.

1.1          You may not use the Site or Services, or accept this Agreement, if you (a) are not of legal age to form a binding contract, or (b) you are a person barred from accessing the Site or Services under the laws of Canada or other countries, including the country in which you reside or from which you access the Site or the Services.

1.2          You agree to be bound by any subscription or other agreement, posted guidelines, rules, or terms of service that may apply to any particular services on the Sites that you use (“Additional Terms”), all of which are incorporated herein by reference. If there is any conflict between the terms contained within the body of this Agreement and the Additional Terms, the Additional Terms shall take precedence solely in relation to the applicable Service.

 

2. Registration Information.

2.1          When you register on the Site, you may be required to provide Xplorbis with the following information: first name, last name, country of residence, an email address, and a password. In addition, you may choose to provide Xplorbis with additional and other information, to be determined by you.

2.2          You are responsible for maintaining the confidentiality of your information and password. You shall be responsible for all uses of your registration information and all activity occurring under your account, whether or not authorized by you. You agree to immediately notify Xplorbis of any unauthorized use of your registration or password.

3. Term and Termination.

3.1          The terms of this Agreement will continue to apply until terminated by either you or Xplorbis as set forth below.

3.2          If you want to terminate your agreement with Xplorbis, you may do so by (a) notifying Xplorbis at any time and (b) closing your accounts for all of the services or Materials that you use within the Site and the Services, where Xplorbis has made this option available to you. Your notice should be sent, in writing, to Xplorbis’ email.

3.3          Xplorbis reserves the right, at its sole discretion, to immediately, without notice, suspend or terminate, upon any breach by you of this Agreement or otherwise, your registration(s) with or ability to access the Sites, the Services, and/or any other service, specific content, digital products, products, courses or events, provided to you by Xplorbis.

4. Service.

4.1          These Terms of Service apply to all users of the Service, including users who are also contributors of Content on the Service. “Content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Service. The Service includes all aspects of Xplorbis, including but not limited to all products, software and services offered via the Xplorbis website, such as the Xplorbis channels, the Xplorbis “Embeddable Player,” the Xplorbis “Uploader” and other applications.

4.2          The Service may contain links to third party websites that are not owned or controlled by Xplorbis. Xplorbis has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Xplorbis will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve Xplorbis from any and all liability arising from your use of any third-party website.

4.3          Accordingly, we encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each other website that you visit.

5. Community Guidelines.

5.1          “Content” of a User of the Site means any and all information and content that such User uses with the Services or uploads to the Site, or that is used or uploaded through such User’s account, including but not limited to any photographs, videos, graphic designs, and other written content that is posted on a User’s account. You agree not to use the Sites or Services to collect, upload, transmit, display, or distribute any Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.

5.2          You agree not to use the Service for any of the following commercial uses unless you obtain Xplorbis’ prior written approval: (a) the sale of access to the Service; (b) the sale of advertising, sponsorships, or promotions placed on or within the Service or Content; or the sale of advertising, sponsorships, or promotions on any page of an ad-enabled blog or website containing Content delivered via the Service, unless other material not obtained from Xplorbis appears on the same page and is of sufficient value to be the basis for such sales

5.3          In addition, you agree not to use the Sites or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Users, including email addresses, without their consent; (d) interfere with or disrupt servers or networks connected to the Sites or Services or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Sites or Services, other computer systems or networks connected to or used together with the Sites or Services, through password mining or other means; or (f) harass or interfere with another user’s use and enjoyment of the Sites or Services.

5.4          You alone are responsible for any Content you contribute to the Sites, and any consequences of such Content. Xplorbis reserves the right to terminate your registration or ability to access the Sites or the Services if it becomes aware and determines, in its sole discretion, that you are violating any of the provisions of this Agreement.

5.6          If you are concerned about any Content on the Sites, we urge you to contact us whenever you see Content that violates the provisions of this Section.

5.7          We have the right (but not the obligation) to review any Content that is used with the Sites or Services and delete (or modify) any Content that in our sole judgment violates this Agreement, is used in a way that in our sole judgment would violate this Agreement, or may otherwise violate the rights, harm, or threaten the safety of any User or any other person, or create liability for us or any User. We reserve the right (but have no obligation under this Agreement) to investigate and/or take appropriate action, including legal action, in our sole discretion against you if you violate this provision or any other provision of this Agreement. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including your account, IP address and traffic information, usage history, and your Content.

 

6. Your Use of Content.

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content.

 

 

 

7. Your Content and Conduct.

 

 

 

 

8. Third Party Services.

8.1          You may order services or merchandise through the Site from other persons not affiliated with Xplorbis (“Seller”). All matters concerning the merchandise and services desired from Seller, including but not limited to purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between you and Seller. Xplorbis makes no warranties or representations whatsoever with regard to any goods or services provided by Sellers. You will not consider Xplorbis, nor will Xplorbis be construed as a party to such transactions, whether or not Xplorbis may have received some form of revenue or other remuneration in connection with the transaction or be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the transaction.

8.2          The Sites or Services might contain links to third-party websites (“Third-Party Websites”). Such Third-Party Websites are not under the control of Xplorbis. Xplorbis is not responsible for any Third-Party Websites. Xplorbis provides these Third-Party Websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or their products or services. You use all links in Third-Party Websites at your own risk. When you leave the Sites, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

8.3          Each User is solely responsible for any and all of such User’s Content. Because we do not control Content, you acknowledge and agree that we are not responsible for any Content, and we make no guarantees regarding the accuracy, currency, suitability, or quality of any Content. Your interactions with other Users of the Sites are solely between you and such User. You agree that Xplorbis will not be responsible for any loss, damage or injury incurred as the result of any such interactions. If there is a dispute between you and any User, we are under no obligation to become involved.

9. Notification of Any Possible Copyright Infringement.

It is Xplorbis’ policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Xplorbis by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Sites or the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:

10. Disclaimer of Warranties.

10.1        you expressly agree that use of the sites, including but not limited to all content and other materials made available through the sites or the services, is at your sole risk. the sites and the services are provided on an “as is” and “as available” basis. xplorbis expressly disclaims all warranties of any kind, express or implied, including without limitation any warranty of merchantability, title, and fitness for a particular purpose or non-infringement. xplorbis makes no warranty that the sites or the services will meet your requirements, or that the sites or the services will be uninterrupted, timely, secure, or error free; nor does xplorbis make any warranty as to the results that may be obtained from the use of the sites or the xplorbis services.

10.2        you understand and agree that any content or other material downloaded or otherwise obtained through the use of the sites or the xplorbis services is at your own discretion and risk and that you will be solely responsible for any damage to your computer system or device or for any loss of data that results from the download of such material and/or data.

10.3        you understand and agree that xplorbis does not guarantee the accuracy, completeness or usefulness for a particular purpose of any information provided in connection with the sites or the services. Xplorbis is not responsible for any errors or omissions or for the results obtained from the use of such information. The information is provided with the understanding that neither xplorbis nor its users, while such users are participating on the sites, are engaged in rendering legal, medical, counseling or other professional services or advice. No advice or information, whether oral or written, obtained by you from xplorbis or through the sites, or from any xplorbis employees or consultants shall create any warranty not expressly made herein. Xplorbis shall not be responsible for any loss or damage caused, or alleged to have been caused, directly or indirectly, by the information or ideas contained, suggested or referenced on the sites or the services.

10.4        xplorbis makes no warranty regarding any materials purchased or obtained through the sites or any transactions entered into through the sites. Xplorbis is not responsible for any content on the internet or world wide web pages that is contained outside the sites. We make no representations as to the quality, suitability, functionality or legality of any sites to which xplorbis may provide links and you hereby waive any claim you might have against xplorbis with respect to such sites.

10.5        the limitation of certain warranties, the limitation or exclusion of implied warranties, or limitations on how long an implied warranty some jurisdictions do not allow the exclusion of certain warranties, may last, so the above limitations may not apply to you.

10.6        you agree that your use of the services shall be at your sole risk. To the fullest extent permitted by law, xplorbis, its officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the services and your use thereof. Xplorbis makes no warranties or representations about the accuracy or completeness of this site’s content or the content of any sites linked to this site and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our services, (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from our services, (iv) any bugs, viruses, trojan horses, or the like which may be transmitted to or through our services by any third party, and/or (v) 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, emailed, transmitted, or otherwise made available via the services. Xplorbis does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the services or any hyperlinked services or featured in any banner or other advertising, and xplorbis will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

11. Limitation of Liability.

11.1        xplorbis network shall not be liable to you for (a) any indirect, incidental, special or consequential damages resulting from the use or the inability to use the sites or the services, (b) the cost of procurement of substitute goods and services resulting from any goods, services, digital products, events, courses and/or content purchased or obtained or messages received or transactions entered into through the sites, or (c) damages resulting from unauthorized access to or alteration of your transmissions or data, including but not limited to, damages for loss of profits, business interruption, use, data or other intangibles, even if xplorbis has been advised of the possibility of such damages, regardless of the form of action, whether in contract, tort (including negligence), strict product liability, or any other legal or equitable theory.

11.2        some jurisdictions prohibit the exclusion or limitation of liability for incidental, consequential or punitive damages. Accordingly, the limitations and exclusions set forth above may not apply to you. Notwithstanding any other provision in the agreement, you agree that the cumulative liability of xplorbis to you for all claims arising from or relating to this agreement, your use of the sites or your use of any services, including, without limitation, any cause of action sounding in contract, tort, or strict liability, will not exceed the greater of (a) the total amount paid to xplorbis (if any) by you during the six-month period prior to the act, omission or occurrence giving rise to such liability, or (b) $500. This limitation of liability is intended to apply without regard to whether other provisions of this agreement have been breached or have proven ineffective or if a remedy fails of its essential purpose. You acknowledge and understand that the disclaimers, exclusions and limitations of liability set forth herein form an essential basis of the agreement between you and xplorbis and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this agreement and your access to the sites and services would be substantially different.

12. Content Storage and Security.

Xplorbis assumes no responsibility for the deletion of or failure to store User-created Content. We use a variety of industry-standard security technologies and procedures to help protect your Content from unauthorized access, use, or disclosure. Despite these measures, you should know that Xplorbis cannot fully eliminate security risks associated with your Content and mistakes may happen.

13. Newsletters That Include Promotional Messages.

At your request, Xplorbis may send email messages to you containing labeled advertisements, promotions, etc. Xplorbis makes no representation or warranty with respect to the content of any such email messages or any goods or services which may be obtained from such third parties, and you agree that neither Xplorbis nor such third party shall have any liability with respect thereto.

14. Indemnification.

You agree to indemnify and hold each of Xplorbis, its parents, subsidiaries, affiliates, officers, directors, employees, sponsors, successors and assigns harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your Content, (ii) your violation of this Agreement, or (iii) the infringement by you, or any other user of your account, of any intellectual property or other right of any person or entity. Xplorbis reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Xplorbis. Xplorbis will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

15. Remedies.

15.1        If Xplorbis becomes aware of any possible violations by you of this Agreement, Xplorbis reserves the right to investigate such violations. If, as a result of the investigation, Xplorbis believes that criminal activity has occurred, Xplorbis reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Xplorbis is entitled, except to the extent prohibited by applicable law, to disclose any information or Materials on the Sites, including your Content, in Xplorbis’ possession in connection with your use of the Sites or the Services to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the terms of this Agreement; (iii) respond to any claims that your Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Xplorbis, its Users or the public, and law enforcement or other government officials, as Xplorbis in its sole discretion believes to be necessary or appropriate.

15.2        In the event that Xplorbis determines, in its sole discretion, that you have breached any portion of this Agreement, or have otherwise demonstrated conduct inappropriate for the Sites or the Services, Xplorbis reserves the right to:

(a)Warn you via email (to any email address you have provided to Xplorbis) that you have violated this Agreement;
(b)Delete any or all Content provided by you or your agent(s) to the Sites;
(c)Discontinue your registration(s) with the Sites and/or any other Xplorbis community;
(d) Discontinue your subscription to the Sites and any Services;
(e) Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
(f) Pursue any other action which Xplorbis deems to be appropriate.

15.3        If your registration(s) with or ability to access the Sites, the Services, any other Xplorbis community and/or any other Material or services provided to you by Xplorbis is discontinued by Xplorbis due to your violation of any portion of this Agreement or for conduct otherwise inappropriate for the Xplorbis community, then you agree that you shall not attempt to re-register with or access the Sites, the Services, any other Xplorbis community and/or any other Materials or services provided by Xplorbis, through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees (if any) related to those Materials or services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Xplorbis reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

16. International Users.

The Sites can be accessed from countries around the world and may contain references to services and Materials that are not available in your country. These references do not imply that Xplorbis intends to announce such services or Materials in your country.The Sites are controlled, operated and administered by Xplorbis from its offices in the Canada. Xplorbis makes no representation that the Sites, the Services or the Materials are appropriate or available for use at other locations outside the Canada, and access to the Sites, the Services or the Materials from jurisdictions where the Sites, the Services or the Materials are illegal is prohibited. If you access the Sites, the Services or the Materials from a location outside the Canada, you are responsible for compliance with all local laws.

17. Changes in Service.

Xplorbis reserves the right to terminate free access to the Sites, including any or all Services or Materials, with or without notice to you. Xplorbis reserves the right (at Xplorbis’ discretion) to provide you with notice of such change by prominently posting a notice on the Sites and/or sending written notice to you at any email and/or post office address you have provided to Xplorbis. Once free access is terminated, Xplorbis may charge each subscriber any applicable fee, surcharge and/or membership fee for access to the Sites and/or any for-pay Services or Materials.

18. Dispute Resolution.

To expedite resolution and control the cost of any dispute, controversy or claims related to these terms of use brought either by you or us (individually, a “Party” and collectively, the “Parties”), the parties agree first to attempt to negotiate any dispute informally for 30 days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

 

19. Governing Law.

This site is governed by the laws of the Province of Ontario excluding any conflicts of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any legal action against Xplorbis shall take place in the courts of the Province of Ontario. The parties attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.

20. General.

20.1        It is the express wish of the parties that this Agreement, any Additional Terms and all related documents have been drawn up in English.

20.2.       If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

20.3        Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

20.4        This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Xplorbis’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. This Agreement may be assigned by Xplorbis without restriction.

20.5        Neither party is an agent or partner of the other. You will not have, and will not represent to any third party that you have, any authority to act on behalf of Xplorbis.

20.6        This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters.

20.7        Copyright (c) 2018, Xplorbis. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Sites and the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of the third party that owns the Marks.

20.8        Xplorbis is the provider of the Services. Please feel free to contact us with any comments, questions or suggestions you might have regarding the Services. Please e-mail us at mail@xplorbis.com or contact us at the following address: Xplorbis, 103 Queen street South, Kitchener, ON, N2G 1W1.