1 AGREEMENT TO BE BOUND
BY ACCESSING THE SERVICE, YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OR OTHERWISE ACCESS THE SERVICE.
3 DESCRIPTION OF SERVICE
The Service is an innovative internet-based service that provides access urban bicycle information, products and services.
4 CONTENT RIGHTS & GRANT OF LICENSE
We (and our licensors) own all legal right, title and interest (including all copyright and other intellectual property rights) in and to the Service, including, without limitation, all software comprising a part of the Service that is hosted on our servers and all materials displayed or performed on the Website or in the Service, including, but not limited to, text, graphics, articles, photographs, images, illustrations (together, the “Content”).
Subject to your agreement and continuing compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicenceable and revocable limited licence to the Content to access and use the Service solely for your own personal purposes.
If you wish to republish any Content, in addition to complying with any applicable intellectual property laws, you must give appropriate credit, provide a link to the Content, and indicate if changes were made. You may do so in any reasonable manner, but not in any way that suggests that Momentum endorses you or your use.
You shall use the Service only in compliance with our standard policies then in effect and all applicable laws (including but not limited to policies and laws related to spamming, privacy, intellectual property, consumer and child protection, obscenity and defamation).
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, hardware, server, software, operating system, networking, web servers and web services (collectively, the “Equipment“). You shall be responsible for ensuring that such Equipment and services are compatible with the Service and comply with all configurations and specifications set forth in our published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, ancillary services, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Services or the Equipment with or without your knowledge or consent.
You shall not:
5 CHANGES TO THE SERVICE
We may change, suspend or discontinue the Service at any time, including the availability of any feature, database, or Content without any advance notice.
6 USER CONTENT AND FEEDBACK
You agree that by providing content, materials or information (including, without limitation, information relating to your end user customers) in connection with your use of the Service (collectively, “Your Content”),you hereby grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licenceable and transferable right to use, process, store, copy, display, perform, distribute, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) solely in connection with our provision of the Service. For clarity, the foregoing licence grant does not affect your ownership of or right to grant additional licenses to the material in Your Content.
At times, you may be given the opportunity to submit questions, comments or other information about the Service or otherwise to us (“Feedback”). You will and do hereby grant to us a fully paid-up, royalty free, perpetual, irrevocable, non-exclusive, worldwide, fully transferable and sub-licensable licence to use, enhance, develop, copy, modify and make derivative works of the Feedback and to make, use, sell, offer for sale and import any products or services based on the Feedback.
7 LINKS TO THIRD-PARTY SITES
The Service may include hyperlinks to websites operated by third parties including advertisers and other content providers. Those sites may collect data or solicit personal information from you. We do not control such web sites, and are not responsible for their content, privacy policies, or for the collection, use or disclosure of any information those sites may collect.
8 TERM AND TERMINATION OF SERVICE
The term of the Service begins on the date you access the Service and continues until terminated as contemplated below.
We may immediately terminate your access to the Service (and/or any portion thereof) for violation of these Terms, for illegal or improper use of the Service, Your Content, or our intellectual property, as determined by us. In this event, we may alternatively issue you a warning or temporarily or permanently ban your device and/or machine from accessing all or a certain Service.
If we ban your device and/or machine from accessing the Service you may not participate in the Service again without our express permission. We reserve the right to refuse to provide the Service to any individual.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY CONDITION OF DURABILITY, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITING THE FOREGOING, NEITHER US OR OUR AFFILIATES OR SUBSIDIARIES, OR ANY OF OUR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SERVICE OR ITS SOFTWARE WILL BE CORRECTED.
9 LIMITATIONS; WAIVERS OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES, AFFILIATES AND LICENSORS, AND OUR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS (COLLECTIVELY, THE “MOMENTUM PARTIES“) SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, PRODUCTS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE SERVICE ; (v) OUR ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (vi) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION; (vi) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (vii) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS; OR (Viii) ANY OTHER MATTER RELATING TO THE SERVICE.
OUR MAXIMUM LIABILITY ARISING OUT OF OR IN THE CONNECTION WITH THESE TERMS AND ANY USE OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL IN NO CASE EXCEED THE GREATER OF (i) FEES PAID BY YOU FOR THE PREVIOUS 12 MONTHS, AND (ii) $50.00.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10 RELEASE & INDEMNIFICATION
You agree to indemnify, save, and hold the Momentum Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, violation of these Terms, or breach of the representations, warranties, and covenants made by you herein. We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
11 GENERAL PROVISIONS
11.1 Updates to the Terms
We reserve the right to modify these Terms at any time. We may provide you with notice of such modifications, by sending you an email message or posting a message on the Service. Your continued use of the Service will signify your acceptance of the modifications to the Terms.
11.2 Entire Agreement
11.3 Law and Forum for Legal Disputes
These Terms and any dispute arising out of or related to it or the Service will be governed in all respects by the laws of the Province of British Columbia as they apply to agreements entered into and to be performed entirely within British Columbia between British Columbia residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against us must be resolved exclusively by a court located in Vancouver, British Columbia. You agree to submit to the personal jurisdiction of the courts located within Vancouver, British Columbia for the purpose of litigating all such claims or disputes.
11.4 Waiver and Severability
Any failure by us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any portion of these Terms or any other Momentum policy is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
11.6 Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one year after such claim or cause of action arose or be forever barred.