Terms of Use

Thalmic Labs Inc.

Welcome to www.thalmic.com and its associated webpages (the "Thalmic Site"). By accessing, browsing and/or using the Thalmic Site, you acknowledge that you have read, understood and agree to abide by and comply with these Terms of Use. Thalmic reserves the right, in its discretion, to update or revise these Terms of Use and to post such updates on this site. Please check these Terms of Use periodically for changes. Your continued use of this site following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

Thalmic Labs Inc., and/or its affiliates ("Thalmic") provide website features and other products and services to you when you visit or shop at the Thalmic Site, use Thalmic products or services, use Thalmic applications, or use software provided by Thalmic in connection with any of the foregoing (collectively, "Thalmic Services"). Your access to the Thalmic Site, and all Thalmic Services, are subject to these Terms of Use. However, as we offer a wide range of Thalmic Services, additional terms may apply to individual Thalmic Services, and you may only be able to use certain Thalmic Services (such as Thalmic software) if you have executed an agreement with Thalmic applicable to such Thalmic Services, which may be in clickwrap form (a “Product/Service Agreement”). If these Terms of Use are inconsistent with a Product/Service Agreement relating to a specific Thalmic Service, that Product/Service Agreement will control with respect to the specific Thalmic Service.

Privacy

Please review our Privacy Policy, which also governs your use of Thalmic Services, to understand our practices. Thalmic reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request. You agree that Thalmic may place a cookie or other small text file on any computer from which you access this site or the services.

Use of the Website

By accessing the Thalmic Site, you warrant and represent to Thalmic that you are legally entitled to do so.

Age of Majority

If you are under the age of majority in your area of residence, you may use the Thalmic Services only with involvement of a parent or guardian. Thalmic reserves the right to refuse service, remove or edit content, or cancel orders in its sole discretion.

Electronic Communications

When you use any Thalmic Services or send e-mail 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 the Thalmic Site or through other Thalmic Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement. When you provide Thalmic with your e-mail address, or sign up to receive e-mail from us, you consent to receiving commercial e-mail.

Intellectual Property Rights

Neither you nor anyone acting on your behalf may acquire any intellectual property or other proprietary rights, including patents, designs, trademarks, copyright or trade-secrets, relating to the contents of this site. Any grants not expressly granted herein are reserved.

All contents of this site are © 2013-2014 Thalmic Labs Inc.

All content that is made available to view and/or download in connection with this site is owned by and is the copyrighted work of Thalmic and is protected by copyright laws and international treaty provisions. You agree that you will not download any content without complying with all applicable use controls, laws and regulations, and you warrant that you will not download any content or software where such downloading is prohibited by local laws.

Thalmic Site Licence and Access

Thalmic hereby grants you a limited license to visit, browse, access and use the Thalmic Site subject to these Terms of Use, including the following limitations:

  • Except as expressly permitted by this Agreement, you may not download (other than page caching), modify, or alter the Thalmic Site, or any portion of it, except with the express written consent of Thalmic. This license specifically does not include: (1) any resale or commercial use by you of the Thalmic Site; (2) any derivative use of the Thalmic Site or its contents; (3) any use of data mining, robots, or similar data gathering and extraction tools; (4) any reproduction, duplication, copying, selling, reselling, re-posting or any exploitation of the Thalmic Site or its contents for any public or commercial purpose without the express written consent of Thalmic; (5) any use of, visits to, or other action that imposes an unreasonable or disproportionately large load on the Thalmic Site, or otherwise interferes with its proper functioning; and (6) mirroring of any material contained on the Thalmic Site on any other server.
  • Unless otherwise specified, the content provided in this site is for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Thalmic Site.
  • You may not attempt to gain unauthorized access to the Thalmic Site and/or any Thalmic computer systems or networks connected to the Thalmic Site, through hacking, password mining or any other means.
  • You may not obtain or attempt to obtain any materials or information through any means not intentionally made available to you through the Thalmic Site.
  • You will ensure that your use, or the use of any third party through you, of the Thalmic Site and the Thalmic Services does not interfere with, degrade, or adversely affect any Thalmic software, system, network or data or that of any other users of the Thalmic Site or the Thalmic Services. You and anyone obtaining access to the Thalmic Site or Thalmic Services through you will not post or transmit any harassing, abusive, libelous, illegal, deceptive or otherwise offensive messages or information whatsoever.
  • You and anyone obtaining access to this website through you will not use the Thalmic Site or any contents thereof to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortuous acts.
  • You and anyone obtaining access to this website through you will not use the Thalmic Site or any contents thereof to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortuous acts.
  • You shall not use, nor permit others to use, the Thalmic Site in a manner or for a purpose contrary to these Terms of Use or any Product/Service Agreement.

Accuracy of Information

You may be permitted to or asked to submit information to Thalmic. You expressly represent and warrant: (a) that you have the authority to provide Thalmic with all such information; (b) that all such information may be used by Thalmic for the purposes intended; and (c) that all such information shall be true, accurate, and complete. You agree that if any information you provide is false, inaccurate, obsolete, incomplete or provided without such authority, we may terminate your use of the Thalmic Site and any or all Thalmic Service(s).

Reviews, Comments, Communications, and Other Content

Thalmic takes no responsibility and assumes no liability for any content posted by you or any third party. Visitors may submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the content. Thalmic reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content. If you do post content or submit material, unless we indicate otherwise, you grant Thalmic a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicenseable right to use, produce, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, communicate to the public such content throughout the world in any media. You grant Thalmic and sublicencees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Thalmic for all claims resulting from content you supply. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE IN A FORUM, YOU DO SO AT YOUR OWN RISK. No compensation will be paid with respect to the use of any information or content submitted by you. Thalmic is under no obligation to post or use any information you may provide.

External links

External links may be provided for your convenience, but they are beyond the control of Thalmic and no representation is made as to their content. Use or reliance on any external links and the content thereon provided is at your own risk. Thalmic is not responsible if any third party website is not working appropriately. Other than to the extent required under applicable consumer protection law, under no circumstance will Thalmic be liable for any loss or damage caused by your reliance on information obtained through the Thalmic Site or a third party linked site (including any opinions, statements or advice), or your reliance on any product or service obtained from any user of the Thalmic Site or any third party linked site. It is your responsibility to evaluate the accuracy, completeness or usefulness of any opinion, advice or other content available through the Thalmic Site, or obtained from a third party linked site. You are responsible for viewing and abiding by the privacy statements and terms of use posted at any third party website to which this site is linked.

Risk of Loss

All items purchased from Thalmic are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier (FCA Thalmic facilities in Kitchener, Ontario, Incoterms 2010). You therefore assume all responsibility for claims against the carrier for loss or damage.

Pricing

Unless otherwise provided, prices are in American currency. We generally do not charge your credit card until after your order has entered the shipping process. Prices are exclusive of, and you will pay, all applicable sales, use, consumption, goods and service, value added withholding, and all other applicable federal, state, provincial and local taxes. Prices are also exclusive of, and you will be responsible for payment of, all fees and charges related to customs, duties and brokerage.

Indemnification

You agree to defend, hold harmless and indemnify Thalmic, its affiliates, and their respective officers, directors, employees, consultants, agents, shareholders, licensors, sponsors and representatives from and against any and all claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorneys' fees and costs), arising out of or in any way connected with: (i) any breach by you of these Terms of Use; (ii) your use of the content or services available on the Thalmic Site in any unauthorized manner, or (iii) your violation of any law or of any third party rights.

Severability

These Terms of Use shall be deemed severable. In the event that any provision of the Terms of Use is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

Disclaimer of Warranties

ALL MATERIALS, INFORMATION, PRODUCTS, SERVICES AND OTHER CONTENT CONTAINED IN THE THALMIC SITE, OR OBTAINED FROM A THIRD PARTY LINKED WEBSITE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. THALMIC ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED IN THIS SITE. UNDER NO CIRCUMSTANCES WILL THALMIC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THIS SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THIS SITE IS SOLELY AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

Limitation of Liability

Thalmic assumes no responsibility for errors or omissions in the information which is referenced by or linked to the Thalmic Site. IN NO EVENT SHALL THALMIC BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, (INCLUDING WITHOUT LIMITATION, THOSE RESULTING FROM: (1) RELIANCE ON THE MATERIALS PRESENTED ON THIS SITE, (2) LOSS OF USE, DATA OR PROFITS, (3) DELAYS OR BUSINESS INTERRUPTIONS, (4) AND ANY THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE THIS SITE OR THALMIC SERVICES, WHETHER OR NOT THALMIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

International Users

The Thalmic Site is controlled, operated and administered by Thalmic (or its licensees) from its offices within Canada and is not intended to subject Thalmic to the laws or jurisdiction of any state, country or territory other than those of Canada. Those who choose to access the Thalmic Site do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. You are also subject to Canadian export controls and are responsible for any violations of such controls, including without limitation any Canadian embargoes or other federal rules and regulations restricting exports. Additional charges such as customs, fees, taxes, and import duties are the responsibility of the buyer. Without limiting the foregoing, Thalmic may limit Thalmic Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

Violation of these Terms of Use and Termination

Where feasible (in Thalmic’s sole discretion), Thalmic will advise you of any inappropriate behaviour on your part and any necessary corrective action. However, if this site or any Thalmic Services are used in a way in which Thalmic, in its sole discretion, deems to violate these Terms of Use, Thalmic or its agent may take any responsible actions they deem appropriate. Such action may include, but is not limited to, temporary or permanent removal of content or filtering of Internet transmissions, and termination of any Product/Service Agreement. Thalmic shall not be liable in any way for any such responsive actions. The above-described actions are not Thalmic’s exclusive remedies and Thalmic may take any other legal, equitable or technical action it deems appropriate.

Thalmic reserves the right to investigate suspected violations of these Terms of Use. You hereby authorize Thalmic to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers, networks or computing facilities in order to enforce these Terms of Use.

Notwithstanding the foregoing, Thalmic reserves the right to revoke your authorization to visit, browse, access and use the Thalmic Site at any time without notice. All restrictions herein shall survive the termination of your right to visit, browse, access and use the Thalmic Site.

Applicable laws

Use of the Thalmic Site and Thalmic Services shall in all respects be governed by the laws of the province of Ontario, Canada, regardless of the laws that might be applicable under principles of conflicts of law. The parties agree that the Ontario courts located in Toronto, Ontario, shall have exclusive jurisdiction over all controversies arising under this agreement and agree that venue is proper in those courts. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to these Terms of Use or to any contracts relating to goods or services obtained through this site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express will of the parties that this agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.

Contact

If you have any questions regarding these Terms of Use or intellectual property matters, or if you have any legal concern relating to Thalmic or its business or Thalmic Services, please contact Thalmic at:

Thalmic Labs Inc.
24 Charles St W
Kitchener, ON N2G 1H2
Canada