Atopdent.ca(the "Site") operated by Atop Dental Canada Inc. ("Atop")
The terms and conditions set forth below govern your use of this Site and are legally binding on you. If you do not agree with any of the terms, do not access or otherwise use this Site or any information contained on this Site. Your use of the Site shall be deemed to be your agreement to each of the terms set forth below. Atop, at any time and without notice to you, alter or amend the terms and conditions regarding the use of this Site.
2. ACCESS To use this Site you must meet the following qualifications: (i) you have previously entered into a master agreement of purchase and sale with Atop for the purchase of Atop products, which agreement may be a distributor agreement for the purpose of resale of the Atop products to consumers; (ii) you are a corporate customer/distributor of Atop; (iii) you have previously registered with Atop your intention to use this Site; (iv) Atop has accepted your registration; (v) you have been provided a password by Atop to allow you to access this Site; and (vi) you are purchasing the products on this Site for the purpose of use or resale in Canada. If you do not meet all of the above qualifications, then you are not authorised to use this Site.
3. PASSWORDS You control and maintain the security and confidentiality of all identification codes and passwords used by you in relation to using the Site. You are solely responsible for all instructions, commitments and other actions or communications taken under such identification codes or passwords, including without limitation, any purchase orders, whether or not authorised by you. You shall promptly report to Atop any errors or irregularities in the use of the Site or any unauthorised use of your account or any breach of security in relation thereof known to you. You hereby indemnify and hold harmless Atop from any actions, claims, suits, proceeding or damages made against Atop from a third person as a result of any use of your identification codes or passwords, whether or not such use is authorised by you.
4. LICENSE AND GENERAL USE RESTRICTIONS a. Ownership: All information, documents, products and services, trademarks, logos, graphics, and images (the "Materials") provided on this Site are copyrighted or trademarked and are the property of Atop or its affiliated licensors. Any unauthorized use of any material contained on the site may violate copyright laws, trademark laws, the laws of privacy and communications statutes. All Materials published or otherwise accessible through this Site are protected by copyright, and are owned or controlled by Atop. Portions of the Site may be provided to Atop under license. The copying reproduction or publication of any part of the Site is prohibited unless expressly authorized in writing by Atop. You agree to abide by all additional copyright notices, information and restrictions contained in any Materials and in any content accessed through the Site.
b. License: Atop grants you the limited right to display, print or download the Materials only on your personal computer for your personal use. You agree not to use the materials for any other purpose without the prior written consent of Atop. Without limitation, you agree not to reproduce, re-distribute, sell, publish, broadcast or circulate any information contained in the Materials to anyone, including others in the same company or organisation. You may not post content from this Site to news groups, mail lists, or bulletin boards. You acknowledge and agree that, except as set forth herein, you have no right to modify, edit, alter or enhance any of the Materials in any manner. This limited license terminates automatically, without notice to you, if you breach any of these terms. Upon termination you agree to immediately destroy any printed or downloaded Materials. c. Additional Restrictions: You agree not to "frame" or "mirror" any Materials or third-party content contained on this Site on any other server or internet based device without the advanced written permission of Atop or its licensors, respectively. d. Links: This Site may be linked to other sites on the World Wide Web or Internet which are not under the control of or maintained by Atop. Such links do not constitute an endorsement by Atop of such linked sites. You acknowledge that Atop is providing these links to you only as a convenience, you further agree that Atop is not responsible for the content of such sites.
e. Disclaimer: You acknowledge that this Site may include certain inaccuracies or typographical errors which may affect the quality of Materials and third-party content. You expressly agree that your use is at your sole risk. You acknowledge that Atop makes no warranties, expressed or implied, and Atop disclaims and negates all other warranties, or conditions of merchantability or fitness for a particular purpose or non-infringement of intellectual property or other violation of rights. Atop makes no warranty that access to the Site will be uninterrupted, secure, or error free.
f. Third Party Content: You acknowledge that the Materials or any third-party content have not been independently verified or authenticated in whole or in part by Atop, and agree that Atop does not warrant or make any representation concerning the accuracy or timeliness of Materials or the third-party content, including without limitation prices of products of prices or services and further agree that Atop has no liability for any omissions in the materials and third-party content, whether provided by Atop or any third-party. You acknowledge that Atop may make changes to the Materials at any time in its sole discretion.
5. LIMITATION OF LIABILITY
YOU EXPRESSLY AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK AND THAT THE ATOP MARKETPLACE ON THIS SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ATOP MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. ATOP GIVES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AVAILABILITY, RELIABILITY OR NON-INFRINGEMENT WHETHER ARISING BY USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE OR OTHERWISE.\n
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ATOP SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMING THROUGH YOU FOR ANY DAMAGE SUFFERED AS A RESULT OF YOUR USE OF THIS SITE OR YOUR DISPLAYING, COPYING OR DOWNLOADING INFORMATION OR MATERIAL CONTAINED ON THIS SITE. IN NO EVENT SHALL ATOP BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY DIRECT, INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, WHETHER FOR BREACH OF THIS AGREEMENT OR ANY WARRANTY OR CONDITIONS IN TORT EVEN IF ATOP HAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
6. LOCAL LAWS
a. Local Laws: Atop controls and operates this Site from its headquarters in Canada and makes no representations that the Materials are appropriate or will be available for use in international locations. If you use this Site from outside Canada, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import laws of other countries in relation to the Materials and third-party content.
b. Jurisdiction: Any action related to this Agreement will be governed by the laws of the Province of Ontario, and the laws of Canada applicable therein. You agree to the jurisdiction of the courts located in Toronto, Ontario for the resolution of all disputes arising from or related to this Agreement and/or your use of the Site.
7. VIOLATION OF TERMS OF THIS SITE a. Termination: If you violate the terms of this Agreement or at any point no longer meet the qualifications as listed in Section 2 of this Agreement, Atop reserves the right to terminate your access to the Site without further notice or explanation. Atop is preferred course of action is to advise you of your inappropriate behaviour and advise you of any corrective action. However, flagrant violations of the use of the Site as determined by Atop in its sole discretion, will result in immediate termination of access.
b. Waiver: The failure of Atop to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Atop in writing. This Agreement comprises the entire agreement between you and Atop and supersedes all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein. Your use of the Site, however, is subject to the additional disclaimers and caveats that may appear throughout the Site.
9. ALLOCATION OF RISK The terms of this Agreement that limit liability reflect an informed voluntary allocation of risk. This allocation represents a material part of this Agreement. Each party agrees that the limitations of liabilities set out in this Agreement are fair and reasonable in the commercial circumstances of this Agreement.