PLEASE READ THIS USER AGREEMENT AND THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS WEB SITE (the "Site").
This Site, and any services or products provided by GES CANADA LIMITED ("GES", "we" or "us") and or its affiliates through the Site are offered to "you", the user of the Site (a corporation, partnership, sole proprietor or other legal entity), conditioned upon your acceptance, without modification, of the following terms and conditions. This User Agreement also applies to and binds the individual that accesses the Site and purchases services on your behalf (the "User").
By accessing and using the site, or by purchasing goods or services from GES through the site, you agree that you have read and understood this user agreement, that you are entering into this user agreement with GES CANADA LIMITED, and that you accept and agree to be bound by all of the terms and conditions of this user agreement (regardless of whether or not you have read them in full). If you do not agree to the terms and conditions of this user agreement, exit and refrain from using this website.
Please be aware that any purchase of goods or services from GES CANADA LIMITED shall be subject to such additional terms and conditions (including terms of purchase or sale) as may be set forth in any exhibitor kit (whether in electronic or other form), associated with the exhibition for which such purchase is made or as may be presented to you upon placing an order for goods or services.
1. OWNERSHIP. You understand and agree that GES CANADA LIMITED owns or has been licensed by its third party providers or distributors to use, all right, title and interest in and to this Site, and each of its modules, and the features, materials, products and services made available on or through the Site, and all information, text, data, databases, graphics, images, sound recordings, audio and visual clips, software, and other materials contained therein, together with the arrangement and compilation thereof (collectively, the "Content"). You acknowledge that the Content constitutes valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws and treaties of Canada, the United States and other countries, and that you acquire no ownership interest by accessing and using the Site and the Content. In addition, the trademarks, logos and service marks displayed on this Site (collectively, the "Trademarks") are registered and common law Trademarks of GES CANADA LIMITED, its affiliates, and various third parties. Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without the written permission of GES CANADA LIMITED, or such other party that may own any of the Trademarks.
2. USE OF SITE. GES CANADA LIMITED grants you a limited, non-transferable license to use this Site for legitimate business purposes in accordance with the terms and conditions of this User Agreement. You may only use this Site to review information that we make freely available on the Site, contact us, or make legitimate purchases of services from us and may not use this Site for any other purposes, including without limitation, to make any speculative, false or fraudulent orders or any orders in anticipation of third party demand.
3. RESTRICTIONS ON USE.
(i) This Site and the Content may not be copied, reproduced, republished, used to create derivative works, uploaded, posted, transmitted or distributed without the written permission of GES CANADA LIMITED, and/or its third party providers and distributors, except that you may download, display and print the materials presented on this Site for your personal, non-commercial use only. Except as expressly authorized by GES CANADA LIMITED in writing, in no event shall you sell, resell, or exploit for any commercial purposes, all or any portion of the Content or the Site, or access to or use of the Content and the Site. You may not use any "robot", "spider" or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Web pages, data or content found on this Site, in any case without the prior written permission of GES CANADA LIMITED. GES CANADA LIMITED does not permit or authorize use of or access to this Site to collect, compile, harvest or obtain any information about others, including but not limited to its customers' and subscribers' e-mail addresses, which are GES CANADA LIMITED's confidential and proprietary information. You agree that you will not transmit or otherwise transfer any Web pages, data or content found on this Site to any other computer, server, Web site, or other medium for mass distribution or for use in any commercial enterprise. You agree that you will not alter any of the Content or use any device, software or routine to interfere or attempt to interfere with the proper working of this Site. You agree that you will not take any action that imposes a burden or load on our infrastructure that we deem in our sole discretion to be unreasonable or disproportionate to the benefits we obtain from your use of the Site.
(ii) Unauthorized use of this Site and/or the materials contained on this Site may violate applicable copyright, trademark or other intellectual property laws or other laws. You must retain all copyright and trademark notices, including any other proprietary notices, contained in any materials on this Site, and you must not alter, obscure or obliterate any of such notices. The use of such materials on any other Web site or in any environment of networked computers is prohibited.
(iii) You are hereby prohibited from posting or transmitting any unlawful, threatening, libellous, defamatory, fraudulent, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. You agree that while using or accessing this Site you will not post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes, or any other unsolicited commercial communication or message (commercial or otherwise), or engage in spamming or flooding. Unauthorized use of this Site in connection with the transmission of unsolicited e-mail, including the transmission of e-mail in violation of this policy, may result in civil and criminal actions against the sender and those assisting the sender.
(iv) You are hereby prohibited from posting or transmitting any unlawful, threatening, libellous, defamatory, fraudulent, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. You agree that while using or accessing this Site you will not post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes, or any other unsolicited commercial communication or message (commercial or otherwise), or engage in spamming or flooding. Unauthorized use of this Site in connection with the transmission of unsolicited e-mail, including the transmission of e-mail in violation of this policy, may result in civil and criminal actions against the sender and those assisting the sender.
(v) In connection with your access to and use of the Site and that of any person authorized by you to use the Site, you are responsible for compliance with all applicable laws, regulations and policies of all relevant jurisdictions.
4. AUTHORITY, RESPONSIBILITY AND ELIGIBILITY.
(i) In order to access and use the password protected portions of the Site and purchase goods and services through the Site, you must ensure that the User has the authority to bind you to this User Agreement. You and the user hereby jointly and severally represent, warrant and covenant that: (a) the user has the full authority to bind you to the user agreement, and (b) the user is of sufficient legal age to use this site and to create binding legal obligations for any liability you may incur as a result of the use of this site. (ii) You are responsible for maintaining the confidentiality of any login or ID (your "User ID") and any password that you select or otherwise may be assigned to you by GES CANADA LIMITED, and you are fully responsible for all access and any activity that occurs through use of your User ID or password. You agree to immediately notify GES CANADA LIMITED of any unauthorized use of your User ID, or password or any other breach of Site security or of this User Agreement of which you become aware. You agree to accept responsibility for all activities that occur under your account or password. You understand that you are responsible (including financially) for all uses of this Site by you and those using your login information.
(iii) The purchase of services provided through the Site may only be available in Canada and may not be available in other geographic locations. Your eligibility to purchase particular products or services is subject to final determination by GES CANADA LIMITED. GES CANADA LIMITED does not offer any guarantee with respect to and shall not be responsible or liable for any failure by you to access the Site or any of the services offered.
6. REVIEW OF TRANSMISSIONS. From time to time GES CANADA LIMITED may (but shall be under no obligation to) monitor and review any information transmitted or received through this Site and reserves the right to censor, edit, remove or prohibit the transmission or receipt of any information that GES CANADA LIMITED deems inappropriate or in violation of these terms and conditions. During monitoring, the information may be examined, recorded or copied, and your use of this Site constitutes your consent to such monitoring and review. You agree that if you submit suggestions, ideas, comments or questions or post any other information or software on this Site, you grant GES and its affiliates a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such content and information in any form, media or technology. GES CANADA LIMITED takes no responsibility and assumes no liability for any content posted or submitted by you.
7. EXCLUSION OF WARRANTY. GES CANADA LIMITED, its affiliates and their respective third party providers and distributors make no representation or warranty of any kind regarding this site and/or any content provided on this site, all of which are provided on an "as is" and "as available" basis. GES CANADA LIMITED, its affiliates and their respective third party providers and distributors do not warrant the accuracy, completeness, currency or reliability of any of the content found on this site and such parties expressly disclaim all warranties and conditions, including implied warranties and conditions of merchantable quality, fitness for a particular purpose, title, and non-infringement, and those arising by statute or otherwise in law or from a course of dealing or usage of trade. GES CANADA LIMITED makes no promise, covenant, representation, warranty or guarantee that you or any other user of the site will obtain any particular or tangible result or goal through the use of the site or that the site or any content, products, or services available on or through the site or GES CANADA LIMITED, will be appropriate for any particular use to which you may put them. Neither GES CANADA LIMITED nor any third party providers or distributors warrant that this site, its servers, the content, or any e-mail sent from GES CANADA LIMITED are or will be free of viruses or other harmful components or are or will be available on an uninterrupted and error free basis. Some provinces do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
8. LIMITATION OF LIABILITY.
(i) In no event shall GES CANADA LIMITED, its affiliates and their respective third party providers and distributors be liable for any special, exemplary, punitive, indirect, incidental or consequential damages, losses or claims of any kind (including, but not limited to lost profits, revenue, savings, or data), whether based in contract, tort, strict liability, or otherwise, which arises out of or is in any way connected with (a) any use of, or reliance on, this site, content found herein or products or services accessible, accessed or used on or through the site, (b) any failure or delay (including, but not limited to the use of or inability to use any component of this site for taking orders), or (c) the performance or non performance by GES CANADA LIMITED, its affiliates and their respective third party providers and distributors, including, but not limited to, non performance resulting from bankruptcy, reorganization, insolvency, dissolution or liquidation even if such party has been advised, or should have known, of the possibility of damages to such parties or any other party.
(ii) If, notwithstanding the foregoing, GES CANADA LIMITED, its affiliates and their respective third party providers and distributors should be found liable for any loss or damage which arises out of or is in any way connected with this user agreement or any of the functions or uses of this site or its content, the liability of GES CANADA LIMITED, its affiliates and their respective third party providers and distributors shall in no event exceed, in the aggregate, cdn$100.00. In its sole discretion, in addition to any other rights or remedies available to GES CANADA LIMITED and without any liability whatsoever, GES CANADA LIMITED at any time and without notice may terminate or restrict your access to any component of this site.
(iii) GES CANADA LIMITED assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect your computer equipment or other property on account of your access to, use of, or browsing in this site or your downloading of any materials, data, text, images, video or audio from the site.
(i) You shall defend and indemnify GES CANADA LIMITED, its affiliates, and their third party providers and distributors, and its and their respective officers, directors, employees and agents (the "Indemnified Parties") from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees, brought by or on your behalf in excess of the liability described herein or by third parties as a result of your use of this Site.
(ii) You further agree to indemnify, defend and hold the Indemnified Parties harmless from and against all claims, demands, suits or other proceedings, and all resulting loss, damage, liability, cost and expense (including reasonable attorneys' fees), made by any third party due to or arising out of content, data or information you submit, post to or transmit through the Site, your access to and use of the Content, the Site and other materials, products and services available on or through the Site and GES CANADA LIMITED, your violation of this User Agreement or your violation of any rights of another party.
(iii) All rights and duties of indemnification that are set forth herein shall survive termination of this User Agreement.
10. LINKS. This Site contains links to other Web sites which are provided solely as a convenience to you and not as an endorsement by GES CANADA LIMITED, or its third party providers or distributors, of the contents of such other Web sites. None of GES CANADA LIMITED or any of its third party providers or distributors shall be responsible for the content of any other Web sites and make no representation or warranty regarding any other Web sites or the contents or materials on such Web sites. Your use of any such other Web sites is subject to the terms and conditions thereof and is at your own risk. You agree that you will bring no suit or claim against GES CANADA LIMITED, or its third party providers or distributors, arising from or based on your use of, or the offer or purchase of products or services on or through, such other Web sites. Such links do not imply that: (a) GES CANADA LIMITED is affiliated or associated with such linked sites; (b) GES CANADA LIMITED is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in connection with or accessible through such links; or (c) any linked site is authorized to use any trademark, trade name, logo or copyright symbol of GES CANADA LIMITED.
11. RELATIONSHIP. The relationship between GES CANADA LIMITED and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other.
12. GOVERNING LAW. This User Agreement and its performance shall be governed by the laws of the applicable Province and the federal laws of Canada applicable therein, without regard to its conflict of laws provisions. You consent and submit to the exclusive jurisdiction of the courts located in the province of Ontario in all questions and controversies arising out of your use of this Site, the Content, and this User Agreement. You and GES CANADA LIMITED each expressly waive any claim that venue is improper for any reason in these courts. To the extent allowed by applicable law, any claim or cause of action arising from or relating to your access or use of this Site must be brought within two (2) years from the date on which such claim or action arose or accrued.
13. LEGAL FEES. If GES CANADA LIMITED or its affiliates take any action to enforce this User Agreement and these terms and conditions, such parties will be entitled to recover from you, and you agree to pay, all reasonable and necessary legal fees and costs, including any cost of litigation, in addition to any other relief, at law or in equity, to which such parties may be entitled.
14. INJUNCTIVE RELIEF. You acknowledge that a violation or attempted violation of any of this User Agreement and these terms and conditions will cause such damage to GES CANADA LIMITED as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that GES CANADA LIMITED shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as recover from you any and all costs and expenses sustained or incurred by GES CANADA LIMITED in obtaining such an injunction, including, without limitation, reasonable legal fees. You agree that no bond or other security shall be required in connection with such injunction.
15. TERMINATION. GES CANADA LIMITED may terminate this User Agreement and these terms and conditions and/or withdraw, discontinue, amend, revise and/or alter any or all of the Site or the provision of any of the services at any time for any reason, including any improper use of this Site or your failure to comply with the terms and conditions of this User Agreement. Such termination shall not affect any right to relief to which GES CANADA LIMITED and its third party providers and distributors may be entitled, at law or in equity. Upon termination of this User Agreement and these terms and conditions, all rights granted to you will terminate and revert to GES CANADA LIMITED and its third party providers or distributors, as applicable.
16. ASSIGNMENT. You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.
17. MODIFICATION. We may update this User Agreement from time to time, and may amend it at any time to incorporate additional terms specific to additional features, materials, products, opportunities or services that we may make available on or through the Site. All such updates and amendments are effective immediately upon notice thereof, which we may give by any means, including, but not limited to, by posting a revised version of this User Agreement or other notice on the Site. You should view this User Agreement often to stay informed of changes that may affect you, as your continued use of the Site signifies your continuing consent to be bound by the terms of this User Agreement. We expressly reserve the right to make any changes to this Agreement, or to the Site and its Content, at any time without prior notice to you.
18. ADDITIONAL TERMS. Additional terms and conditions may apply to purchases of goods and services and other uses of portions of this Site, and you agree to abide by any such other terms and conditions.
19. SEVERABILITY. These terms and conditions shall be deemed severable. In the event that any provision 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.
20. HEADINGS. The headings used in this User Agreement are included for convenience only and will not limit or otherwise affect the terms and conditions herein.
21. ENTIRE AGREEMENT. This User Agreement and any additional terms of purchaser or other terms provided on the Site constitute the entire agreement between us relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this Site.
22. PAYMENT FOR SERVICES. GES CANADA LIMITED requires payment in full at the time services are ordered. Further, GES CANADA LIMITED requires that you provide a credit card authorization with your initial order. For your convenience, we will use the authorization to charge your account for services, which may include labour and material handling, not covered by your initial payment.
23. LANGUAGE. The parties have required that this User Agreement and all documents relating thereto be drawn-up in English.