These Connect24.com Terms and Conditions (the "Agreement") between Connect 24, a division of Tyco Safety Products Canada Ltd. ("Tyco Safety Products Canada Ltd.", "We" or "Us" or "Our") and Site User ("User" or "You" or "Your") contains the complete terms and conditions governing Your use of the Connect24.com Site (the "Site"). By accessing and using this Site, You agree to this Agreement. You will also be asked to accept such terms and conditions by indicating Your Acceptance upon login. We reserve the right in our sole discretion to change, modify, add or remove any portion of this Site or this Agreement, in whole or in part, at any time and for any reason. Changes to this Agreement will be effective when posted. You agree to review this Agreement periodically to be aware of any changes. This Site is further subject, when applicable, to the terms and conditions of the Connect 24 Dealer Agreement (the "Dealer Agreement") entered into between Tyco Safety Products Canada Ltd. and You for the provision of cellular alarm signal services, including but not limited to the Limitation of Liability and Third Party Indemnification clauses contained therein. In the event of any conflict or inconsistency between this Agreement and the Cellular Services Agreement, the more stringent provision, as determined in Our sole discretion, shall take precedence and control.
1. The Site
The Site is a secured on-line information program which allows You to access certain business information concerning Your business account (" Account") with Us at Our Connect 24 Web Site, located at www.connect24.com (the "Web Site"). By accessing and using the Website, You accept the Terms & Conditions of this site. Once You have accepted such terms and conditions, We shall provide You access to the Site to access Your Account. Should You not accept the terms and conditions of this Agreement ---- You shall not be permitted access to the Site.
2. Rights and Restrictions In Using the Site
Subject to the terms and conditions of this Agreement, We grant You a non-transferable license to use Your Password to access Your Account on the Site for Your own internal business purposes, and to use, download, and copy such Account information solely to facilitate Your business with Us. You agree that you shall not permit or allow any third party to use or access Your Password, the Site, or Account and that You shall not use any proprietary or confidential information contained in the Site or Your Account for any purpose other than to facilitate Your business with Us and only with those employees or consultants (who are bound by written confidentiality obligations) who have a need to know. You may not publish, display, disclose, modify, distribute, or create derivative works based on the Site or Your Account or any part thereof other than in the regular course of facilitating Your business with Us. You may not reverse engineer, recompile, translate, adapt, or disassemble the Site or any part of the Site. You may not transmit Your Account information to any third party unrelated to the operation of Your business without Our prior written approval. You may not make a link between any other website and the Site.
You have no ownership rights in the Site or Your Account. Rather, you have a license to use the Site and access Your Account as long as this Agreement and the Dealer Agreement remain in force and effect. You understand and agree that We may revoke Your use of the Site or your Account at any time in Our sole discretion. Ownership of the Site and Your Account, and all intellectual property rights therein shall remain at all times with Us. We expressly reserve all rights not granted to you herein. You may not remove any proprietary notice of Tyco Safety Products Canada Ltd. or its designees or licensors from Your Account. Any other use of the Site and Your Account by any person, business, corporation, government organization or any other entity other than the uses permitted under this Agreement is strictly forbidden.
You acknowledge that the Site and Your Account contain proprietary trade secrets of Tyco Safety Products Canada Ltd. and You hereby agree to maintain the confidentiality of the Site and Your Account using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You agree to communicate the terms and conditions of this Agreement to those persons employed by you who will have access to Your Password(s) and Your Account, and to require such employees or consultants to be bound by similar confidentiality obligations.
You agree to the terms of Our Online Security Policy, which can be accessed by clicking here.
7. Intellectual Property
The trademarks, trade names, logos, service marks, trade dress and products (collectively, the "Marks") displayed on the Site are registered and unregistered Trademarks of Tyco Safety Products Canada Ltd. and others protected in Canada, the United States and internationally.
Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of Tyco Safety Products Canada Ltd. or such third party that may own the Trademarks displayed on the Site. Your use of the Trademarks displayed on the Site, or any other content on the Site, except as provided in this Agreement, is strictly prohibited. You are also advised that We will aggressively enforce Our intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
The materials of this Site are protected by Copyright and Trademark Laws of Canada, the United States. and other countries and are owned by, or licensed to Tyco Safety Products Canada Ltd. All content of this Site is owned or controlled by Tyco Safety Products Canada Ltd.
8. No Warranty
TYCO SAFETY PRODUCTS CANADA LTD. DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. TYCO SAFETY PRODUCTS CANADA LTD. DOES NOT WARRANT THAT THE SITE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SITE OR YOUR ACCOUNT WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SITE OR YOUR ACCOUNT WILL BE CORRECTED. TYCO SAFETY PRODUCTS CANADA LTD. DOES NOT GUARANTEE OR WARRANT THAT ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THIS SITE WILL BE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA AND OUTPUT. YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE.
9. Limitation of Liability; Indemnity
You agree to indemnify, defend and hold harmless Tyco Safety Products Canada Ltd., its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Site against any and all losses, expenses, damages and costs, including reasonable legal fees, incurred in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of the Site violates this Agreement, any applicable law or regulation, or the rights of any third party.
IN NO EVENT WILL TYCO SAFETY PRODUCTS CANADA LTD. BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, MISUSE OF YOUR PASSWORD(S) OR YOUR ACCOUNT BY ANY THIRD PARTY, EMPLOYEE, OR FORMER EMPLOYEE, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE OR YOUR ACCOUNT OR FOR ANY CHANGES YOU MAKE TO YOUR ACCOUNT INFORMATION OR ANY CLAIM BY ANY OTHER PARTY, EVEN IF TYCO SAFETY PRODUCTS CANADA LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL TYCO SAFETY PRODUCTS CANADA LTD. BE RESPONSIBLE FOR MORE THAN THE LESSER OF TEN PERCENT (10%) OF THE ANNUAL SERVICE FEES UNDER YOUR DEALER AGREEMENT.
This Agreement will immediately and automatically terminate without notice if You fail to comply with any term or condition of this Agreement or the Dealer Agreement or Your business account with Us is terminated or for any other reason at Our sole discretion. Upon such termination, Your Password will no longer be valid and You shall no longer have the right to use or access the Site or Your Account. All provisions relating to confidentiality, ownership rights, and non-disclosure shall survive the termination of this Agreement.
This Agreement shall be construed, interpreted and governed by the laws of the Province of Ontario without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this Agreement shall be brought in an appropriate federal or provincial court sitting in the Province of Ontario. This Agreement, in conjunction with Your obligations under the Dealer Agreement or shall constitute the entire Agreement between the parties hereto with respect to the subject-matter hereof. Any waiver or modification of this Agreement shall only be effective if it is in writing and signed by both parties hereto. If a court of competent jurisdiction finds any part of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to reasonably affect the intention of the parties.