Last updated: August 13, 2020

Welcome! Thank you for your interest in Cardinote ("we", "our", "us") and our websites at cardinote.com (the "Websites"). These Terms of Service (the "Terms") are a legal agreement between you and Cardinote regarding your use of the Websites.

BY PURCHASING A PRODUCT OR USING THE WEBSITES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE PRIVACY POLICY (TOGETHER, THE "TERMS"). IF YOU ARE NOT ELIGIBLE OR DO NOT AGREE TO THE TERMS, THEN YOU MAY NOT USE THE WEBSITES AND SHOULD NOT PURCHASE OUR PRODUCTS.

1. Eligibility

You represent and warrant to us that you are capable of forming a legally binding contract under applicable law. If you are using the Websites on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.

2. Use of the Websites

We hereby grant to you a limited licence to access and use the Websites for any lawful purpose consistent with the Terms.

3. Prohibited Conduct

You expressly agree that you may not directly or indirectly, or assist or permit any end user or other third party to:

(a) use the Websites for any illegal purpose or in violation of any local, state, national, or international law

(b) conduct any systematic or automated data collection activities, including without limitation scraping, data mining, data extraction and data harvesting on or in relation to the Websites, without our express written consent

(c) reproduce, duplicate, copy, sell, lease, license, rent, assign, distribute, host or otherwise transfer or commercially exploit any portion of the Websites, use of the Websites, or access to the Websites, without our express written consent

(d) modify, translate, make derivative works of, reverse engineer, decompile or disassemble the Websites, except and only to the extent that such activity is expressly permitted by applicable law despite this limitation

(e) use or access the Websites in a way that, or conduct actions that impose an unreasonable or disproportionately large load on the Websites, or otherwise interferes with its proper functioning

(f) interfere with, degrade, disrupt, or adversely affect any network, equipment, system, or server connected to or used to provide the Websites

(g) attempt to gain unauthorized access to the Websites, computer systems or networks connected to or used to provide the Websites, through hacking, password mining or any other means

(h) obtain or attempt to obtain any materials or information through any means not intentionally made available to you through the Websites

(i) disable or circumvent features that prevent or limit unlicensed use or copying of any content

(j) post, upload or otherwise transmit any content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate

(k) post, upload or otherwise transmit any content that contains, or is linked to software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Websites or that of any users or viewers of the Websites or that compromises a user's or viewer's privacy

4. Ownership

Cardinote and its licensors own and retain all right, title and interest, including all intellectual property rights, in and to the Websites. We reserve all other rights not granted to you by the Terms.

5. Privacy Notice

Cardinote is committed to protecting your privacy. Please read the Privacy Policy carefully for information relating to our collection, use, storage and disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

6. International Use

As the Websites may be accessed globally, if you choose to access this site from locations other than Canada and the United States, you do so on your own initiative and you are responsible for compliance with all applicable local use controls, laws and regulations. Notwithstanding the foregoing, we make no representation that materials on this site are appropriate or available for use in locations outside Canada and the United States, and accessing them from territories where their contents are illegal is prohibited.

7. Third Party Information and Links

The Websites may contain references to third parties, links to third party websites or documents, and may incorporate information obtained from third parties. All such references, links and information are not under our control, and we are not responsible or in any way liable for their contents.

8. Suggestions Submitted by You

If you choose to submit input and suggestions regarding problems with or proposed modifications or improvements to the Websites or Cardinote's business operations, then you hereby grant Cardinote an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the submitted information in any manner and for any purpose, including to improve the Websites and create other products and services.

9. Modification of these Terms

We reserve the right, at our discretion, to update or revise these Terms and to post such updates on the Websites. Please check these Terms periodically for changes. Your continued use of or access to the Websites following the posting of any changes to these Terms constitutes acceptance of those changes.

10. WARRANTY DISCLAIMER

ALL CONTENT, MATERIALS AND SERVICES AVAILABLE THROUGH THE WEBSITES, OR OBTAINED FROM A THIRD PARTY LINKED WEBSITE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOUR USE OF THE WEBSITES IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITES OR ANY PORTION OF THE WEBSITES, OR ANY CONTENT OR MATERIALS OR SERVICES OFFERED THROUGH THE WEBSITES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE THE WEBSITES, REGARDLESS OF THE CAUSE AND WHETHER BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION SHALL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

12. Indemnity

You agree to defend, indemnify and hold harmless Cardinote and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Websites; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between you and any third party; or (e) your intentional or unintentional violation of any applicable law, rule or regulation. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

13. Termination of Use

If you violate any provision of these Terms, your permission from us to use the Websites will terminate automatically. We may, without notice, terminate these Terms or suspend or terminate your access to the Websites in whole or in part if you fail to comply with these Terms or for any reason at our sole discretion. All provisions of these Terms except Section 2 will survive termination and remain in effect.

14. General

14.1 Assignment and Transfer

You may not assign or transfer ownership of these Terms to anyone without prior written approval from us. However, we may assign or transfer ownership of these Terms without your consent.

14.2 Entire Agreement

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, is the entire agreement between you and Cardinote, superseding all prior understandings, communications and agreements, oral or written, regarding its subject matter.

14.3 Force Majeure

We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control.

14.4 Severability

If any court or competent jurisdiction rules that any provision of these Terms is invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

14.5 Governing Law and Jurisdiction

These Terms shall be governed by the laws of the Province of Ontario and the federal laws of Canada without regard to its conflict of laws provisions. You and Cardinote agree to the exclusive jurisdiction of the Province of Ontario to resolve any legal dispute arising from these Terms. The application of the United Nations Convention on Contracts for the International Sale of Goods to these Terms is expressly excluded.

14.6 Language

This agreement was drawn up in English at the express request of the parties. Cette entente a été rédigée en anglais à la demande expresse des parties.