Terms of Use

Please read the following carefully.

IMPORTANT! These terms of use ("Terms") govern the Asigra.com website, its related subdomains and any other websites (collectively, the "Site") owned and operated by Asigra Inc. ("Company", "Asigra", "We", "Our", "Us"). We are pleased that you wish to use the information and obtain services through the Site, including browsing and purchasing products and services, obtaining e-learning and other training and technical support (collectively, the "Services"), as well as obtaining products, downloading and purchasing certain content related to training (collectively, the "Materials") through the Site. Please read these Terms carefully before browsing the Site, using the Services or acquiring Materials. Any person who wishes to use this Site must accept these Terms without change. BY ACCESSING THIS SITE, USING THE SERVICES AND ACQUIRING MATERIALS, YOU ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS AND ALL RELATED POLICIES, DOCUMENTS AND GUIDELINES OF THIS SITE, INCLUDING THE PRIVACY POLICY AND ANY SALES QUOTATION, AS INDICATED IN THESE TERMS, ARE INCORPORATED BY REFERENCE.

These Terms, any other policies or guidelines governing the Site are subject to change by Company at any time in its sole discretion. Any changes will be effective upon the posting of the revisions on the Site. Your use of the Site will be subject to the most current version of the Terms posted on the Site at the time of such use. Your continued use of this Site, the Services and acquisition of Materials after such changes are implemented will constitute your acknowledgment and acceptance of the changes. Please consult these Terms regularly. IF YOU DO NOT AGREE TO ANY CHANGES TO THESE TERMS, PLEASE IMMEDIATELY DISCONTINUE YOUR USE OF THE SITE AND THE SERVICES.

1. Your Registration Obligations

  1. In connection with your use of certain Services or the acquisition of Materials on the Site, you may be asked to provide certain registration details or other information. It is a condition of your use of this Site that all the information (collectively, "Registration Data ") that you provide to this Site will be correct, current, and complete. If Company believes that the Registration Data that you provide is not correct, current, or complete, Company has the right to refuse you access to this Site or any of its Services or Materials, and to terminate or suspend your access and account at any time, as well as refuse any and all current or future use of the Site, the Services, the Materials or any portion thereof. However, Company has no obligation to verify the accuracy, currency completeness or usefulness of any Registration Data that you have provided.
  2. You must be at least eighteen (18) years old to use the registered Services and acquire Materials. Your use of the Services and acquisition of the Materials is a representation to Company that you are at least eighteen (18) years of age. You agree to cooperate with Company’s reasonable measures to verify your identity and authority in connection with your use of the Services and acquisition of Materials.

2. Restrictions On Use

  1. The Company authorizes you to view, use and download material from the Site solely as provided in (a) the supplemental e-Learning Terms if you are an individual employee of a company or other entity that has purchased e-Learning services from Asigra; or (b) or as otherwise determined by Company in a separate writing.
  2. Except as provided above or as otherwise permitted by this Site, You may use this Site solely for your own internal business purposes. Except as expressly permitted by the Company, you may not sell or modify the Material or reproduce, display, publicly perform, distribute or otherwise use the Material in any way for any public or commercial purpose. For example, you may not (and may not authorize any other party to) (i) co‑brand this Site; (ii) frame this Site; or (iii) hyperlink to this Site, without the express prior written permission of an authorized representative of Company. For purposes of these Terms, "co‑branding " means to display any name, logo, trade-mark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this Site or content accessible within this Site or which may confuse a user as the nature of the relationship between any party and Company. You agree to cease and desist causing any unauthorized co-branding, framing or hyperlinking upon notice from Company and at all times you will cooperate with Company following Company’s discovery of any such illegal activity.

3. Proprietary Information

  1. The Site contains text, information, graphics, audio and video clips, images, photographs, software, registered and unregistered trademarks and service marks, logos, icons and other materials ( "Site Content ") furnished by Company relating to Company’s Materials and Services. The Site Content is protected under Canadian copyright, patent and trade-mark laws and other laws of Canada and other nations. All Site Content, including the collection, arrangement, and assembly of such content, is the exclusive property of Company. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in anyway, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Site Content, in whole or in part, in an form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, unless as expressly authorized by the Site without the prior written consent of Company. You shall not permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of Company or allow any third party to access the Site Content. The restrictions set out herein shall not apply to the limited extent the restrictions are prohibited by applicable law.
  2. Except as expressly permitted herein or otherwise expressly approved in writing by Company, you shall not make copies of any portion of the Site, Company’s trademarks or other Company confidential or proprietary material.
  3. Company trade-marks, service marks, service names, slogans, logotypes or logos set forth on the Site are unregistered trade-marks or registered trade-marks or service marks of Company.  Any other company, product, trade or service names set forth on the Site are used for identification purposes only and may be trademarks of their respective owners. Trade-marks, service marks, and logos appearing in this Site are the property of Company or the party that provided the trade‑marks, service marks, and logos to Company. Company and any party that provided trade-marks, service marks, and logos to Company retain all rights with respect to any of their respective trade-marks, service marks, and logos appearing in this Site. Nothing contained in this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trade-mark displayed on this Site.

4. Third Party Content

  1. This Site also contains information and materials, including materials and services (collectively, "Third Party Content") that is owned or provided by persons other than Company ( "Third Party Providers "). Company makes no representations, warranties or conditions with respect to such Third Party Content and does not undertake to conduct any independent investigation of such Third Party Content. Inclusion of Third Party Content from Third Party Providers on this Site does not mean, unless expressly stated otherwise, that Company endorses or agrees with such Third Party Content.
  2. You understand that you have no proprietary rights in the Third Party Content and that the Third Party Providers retain all proprietary right, title or interest, including copyright, in their respective Third Party Content, unless as expressly authorized by the Third Party Providers.
  3. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in any way, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Third Party Content, in whole or in part, in an form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without the prior written consent of the Third Party Providers. You shall use your best efforts to stop any such copying or distribution immediately after you become aware of such use.

5. Fees and Payments

  1. Company may charge you fees for Materials and Servicesoffered for sale through the Site and you agree to pay all such fees and charges, including applicable taxes, incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred. When you submit your credit card information to Us upon registration or otherwise, you give Company or our third party providerspermission to charge all fees and charges incurredthrough your account for Materials and Servicesprovided. You also acknowledge and agree that our third party providers may charge additional fees for use of their services credit card or payment services and you agree to pay all such additional fees levied by such third party providers. If payment cannot be charged to your credit card, we reserve the right to either suspend or terminate your account.
  2. Unless otherwise agreed with Company or as set forth in separate terms, Company shall provide you with a quotation for Materials and Services that you wish to obtain from Company. Such quotation shall be valid for the specific number of days described on such quotation. Once you advise Company of your intention to proceed, Company shall issue you an invoice which you may pay either through credit card or by wire transfer using the instructions contained on the quotation. Company shall charge your credit card at the time you choose to ‘Submit the payment’, and once such transaction has been verified, Company shall provide the required Materials and Services as necessary.

6. Hyperlinks

This Site contains hyperlinks to other sites that are not maintained by, or related to, Company. Hyperlinks to such sites are provided solely as a convenience to you and do not imply any endorsement by Company of, any affiliation with or endorsement by the owner of the linked site, including any affinity programs that may be hyperlinked to the Site. Company has no control over such third party sites. Company is not responsible for the availability of such external sites and no endorsement of any third party products or services is expressed or implied by any information, material or content referred to or included on or linked from or to the Site. Company does not assume responsibility for the accuracy, completeness, accessibility and usefulness of the information, data, opinions, advice or statements contained at such sites and your access and use of such third party sites, including any information, material, products and services therein, is solely at your own risk. Company accepts no liability for any direct, indirect, incidental, exemplary, consequential, punitive or other losses or damages of whatsoever kind arising out of access to or use of any hyperlinked website or any information or reliance on any such content, goods or services available on or through any such linked website. You also understand and agree that Company’s Privacy Policy is applicable only while you are using the Site. Once you are linked to another website, you should read the privacy statement of that website before disclosing any personal information.

7. Use of the Services and the Materials

  1. While we attempt to be as accurate as possible regarding the Services and the Materials, and to ensure that all information contained on the Site is accurate and up-to-date, we do not represent or warrant that any information contained on the Site (whether available as Materials or obtained through use of the Services) is accurate, complete, reliable, current or error-free. Accordingly, you understand and agree that Company (i) does not make any representations or warranties as to the quality of any Services or Materials obtained on or through the Site; (ii) will not be responsible in any way whatsoever for any Services or Materials that you receive on or through this Site; and (iii) will not be responsible for the accuracy, completeness or reliability of any comments posted by other users on the Site. We ask and expect that you will use your own judgment and will exercise caution and common sense in evaluating any prospective Service or Materials and any information provided by any third party through the Site or otherwise.
  2. Accordingly, you understand and agree that except as may otherwise be provided in individual license agreements or other agreements/terms relating to the Services and Materials, that the Services and Materials available through the Site are provided on an "As-Is, As Available" basis without any warranty, representation or covenant of any kind, including as to any result or benefit that you may obtain through your use of the Services, the Materials or the Site, and that Company assumes no responsibility for the timeliness, truthfulness, accuracy, reliability or completeness of any information made available to you through the Services/Materials or for the misdelivery of any information accessed or downloaded by you. You acknowledge that any reliance on the Services or the Materials will be at your own risk and that you must evaluate and bear all risks associated with the use of any Services or Materials, including any reliance on the accuracy, completeness, or usefulness of such Services/Materials. Company shall be held harmless and blameless by you and free of any and all damages, losses or liabilities that may occur as a result of any use or application of the information provided by Company in connection with your use of the Services or from use of the Materials.

8. Conduct and the Use of Email and the Site/Submissions

  1. Company expects that you will access and use the Site in a professional, responsible and business-like manner in accordance with applicable laws. As a user of the Site, you may have the opportunity to post comments, submit questions or other information regarding the Services and the Materials or otherwise, or otherwise engage in dialogue with representatives of Company through the sending of email to the Site or with other users.
  2. Company welcomes your content, remarks, reviews, suggestions, ideas, graphics, and other information communicated to Company by you through this Site (collectively, a "Submission ") so long as such Submissions are not obscene, illegal, threatening, defamatory, libellous, invasive of privacy, infringing of third party intellectual property or privacy rights, or is otherwise injurious to third parties and does not consist of or contain software viruses, commercial solicitation, chain letters, political campaigning, or any form of "spam ". You are prohibited from using a false e-mail address, from impersonating another person or entity, or otherwise misleading Company as to your identity when you are on the Site or otherwise communicating with Company.
  3. You hereby grant to Company a royalty-free, perpetual, irrevocable, worldwide, non‑exclusive right and license to reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, copy, bundle, market, adapt, transmit, arrange, sublicense, export, merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any person, display or otherwise use any Submission communicated to Company by you through this Site (including, without limitation, any ideas, concepts, inventions, know-how, techniques or any intellectual property contained therein) and to incorporate any Submission in other works in any form, media, or technology now known or later developed, including for advertising and promotion purposes, for any purpose, whatsoever, without any duty to account to you. You represent and warrant that you own or otherwise control all of the rights to the Submission that you post; that the Submission is accurate; that the use of the Submission that you supply does not violate these Terms and will not cause injury to any person or entity, and that you will indemnify Company for all claims resulting from any Submission that you provide to Company. Company will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Company operations. For greater clarity, Company also reserves the right, in its sole discretion, to refuse to post any Submission that it receives from you.
  4. You further agree that you shall use this Site for lawful purposes only and represent and warrant that you will not use the Site to:
    1. download, post, e-mail or otherwise transmit any Submission that is unlawful, harmful, threatening, abusive, harassing, tortuous, homophobic, sexist, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, including but not limited to any Submission which encourages conduct that would constitute a criminal offence, violate the laws of others or otherwise violates any applicable local, provincial, national or international law;
    2. harm minors in any way;
    3. engaged in unauthorized use, or forging of mail header information, solicitation of mail for any other e-mail address with the intent to harass or to collect replies, use unsolicited e-mail originating from within the dealer’s network or networks of other Internet Service Providers on behalf of, or to advertise, any products or service of any dealer or party other than Company;
    4. download, post, e-mail or otherwise transmit any Submission that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
    5. engaged in deceptive online marketing practices;
    6. download, post, e-mail or otherwise transmit any Submission that infringes, misappropriates, or otherwise violates any third party’s copyright, patent, trade-mark, or other proprietary right of publicity or privacy (including installing or distributing unauthorized products (including software) that are not appropriately licensed for use by the user), or encourages or enables any other party to do so;
    7. use the Site, any Site Content or Third Party Content (collectively, "Content ") downloaded through the Site to post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
    8. upload, post, e-mail or otherwise transmit any Submission to the Site that contains software viruses or malware or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment or that imposes an unreasonable or disproportionately large load on the Site’s infrastructure or limits the functionality of any Company or third party computer hardware, software, networks, or hardware or telecommunications equipment;
    9. interfere with or disrupt the Site or servers or networks connected to the Site, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any "denial of service" attacks, "spamming", "crashing", or "mail-bombing" the Site or disobeying any requirements, procedures, policies or regulations of networks connected to the Site or attempting to access data, accounts or hardware to which the user is not authorized;
    10. direct bots, spiders, crawlers or any other automated process at Company’s computer systems or otherwise to obtain/scrape Content or otherwise, create unreasonable load upon any of Company’s computer hardware, network, storage, input/output or electronic control devices;
    11. use the Site, the Services or the Materials for any public or commercial purposes, without the express prior written permission of Company;
    12. intentionally or unintentionally violate any applicable local, provincial, state, federal, or international law, rule or regulation applicable in connection with the Site;
    13. attempt or actually circumvent Company’s user authentication protocols or processes or the security of any host, network or account or use any program/script/command, or send messages of any kind, designed to interfere with, or to disable, a user’s terminal session, via any means, locally or via the Internet or attempt to circumvent or alter the processes or procedures to measure time, bandwidth utilization or other methods to document "use " of the Site;
    14. furnish false or incorrect data on the order form, contract or online application, including fraudulent use of credit card numbers or other financial or payment information;
    15. modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site, Services or Materials; or
    16. collect or store personal data about other users of the Site, the Services or the Materials.
  5. Any breach of the above representations, covenants and warranties will result in immediate termination of your use of the Site, and, if appropriate, referral to relevant law enforcement authorities.
  6. Company will treat any personal information that you submit to this Site in accordance with its Privacy Policy.

9. Privacy Policy

Please click here to read and review Company’s Privacy Policy, which describes Company’s privacy policies and practices in detail, as such statement may be amended from time to time by Company. Please check and review the Privacy Policy on a frequent basis for changes. You hereby consent to the use of your personal information by Company, including any personal information submitted through the acquisition of Materials and use of the Services, in accordance with the terms and for the limited purposes set forth in the Privacy Policy. By agreeing to these Terms, you acknowledge and agree that certain information about you is subject to Company’s Privacy Policy.

10. Disclaimer of Warranties/Limitation of Liability

  1. You understand that Company cannot and does not guarantee or warrant that Materials available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this Site for the reconstruction of any lost data. Company does not assume any responsibility or risk for your use of the Internet or any other network.
  2. You, and not Company, assume the entire cost of all necessary servicing, repair or correction in the event of any loss or damage arising from the use of this Site and the Content. Any Content downloaded or otherwise obtained through your use of the Site is used by you at your own risk and you will be solely responsible for any damage to your computer systems or loss of data that results from the downloading of such material. Company does not represent or warrant that the Content and the Site and its servers or email sent from the Site are free from viruses or other harmful components.
  3. Your use of this Site, Materials, Services and the Content is at your own risk. Unless expressly provided to the contrary, everything on the Site, including the Content, Services and Materials available through this Site, is provided "As Is " and "As Available " without representations, warranties, guarantees or conditions of any kind, either express or implied. Company expressly disclaims all representations, warranties, guarantees and conditions, including any implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment or non-infringement or those arising out a course of dealing or usage of trade for the Site, the Materials, the Services and the Content.
  4. Company makes no representations, warranties or conditions regarding the completeness, accuracy, availability or appropriateness of the Site, the Services, the Materials and the Content or their usefulness for your purposes. for greater clarity, Company does not represent or warrant that (i) the functions or Content, Services or Materials contained in this Site will be uninterrupted, reliable, accurate, complete, suitable, valid, truthful, error-free or will meet your requirements in any way; (ii) any defects in the Content, Material or Services will be corrected, or that this Site or the server that makes it available are free of viruses or other harmful components; (iii) the use of the Content, Materials, Services and the Site will be timely, secure, or error-free; (iv) the results that may be obtained from your use of the Content, Materials, Services or the Site obtained through the Site will be accurate, beneficial or reliable; or (v) the quality of any Content, Materials, or Services obtained by you through your use of the Site, the Services, Materials or the Content will meet your expectations. The Content, Materials and Services may include technical inaccuracies or typographical errors, and Company may make changes or improvements at any time.
  5. In no event shall Company, its directors, officers, shareholders, employees, Third Party Providers, agents or advisors and affiliates be liable to you or any other person or entity for any direct, indirect, exemplary, incidental, consequential or punitive damages, including lost profits, loss of income, loss of anticipated sales, loss of opportunities, business interruption, failure to realize unexpected savings, damage to property, claims of third parties, loss of goodwill, use, data or other intangible losses or other economic loss arising from: (i) your use or inability to use the Site, Services, Materials or any Content obtained through the Site or any site to which you hyperlink from the Site; (ii) any third party claims that the use by you of the Content, Services or Materials violates any third party intellectual property right or privacy right in Canada or elsewhere; (iii) any failure of performance of the Site, Services, Materials or the Content, whether related to error, omission, interruption, defect, delay in operation or transmission, computer viruses or line failure; or (iv) any other matters relating to this Site, any Submissions, the Content, Materials or Services, based in contract, negligence, strict liability, fundamental breach, failure of essential purpose or otherwise, whether or not such Company had any knowledge, actual or constructive, that you might incur such damages.
  6. Company disclaims any and all such above representations, warranties and conditions to the fullest extent permissible under applicable law. Certain jurisdictions do not allow limitations on implied warranties or conditions or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.

11. Indemnity

You agree at all times to defend, indemnify and hold harmless Company, its employees, contractors, agents, officers, directors, successors and assigns and affiliates (the "Indemnified Parties ") from and against any claims, losses, judgements, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing parties due to or resulting from your use or misuse of the Site, Services, Materials or the Content, from Submissions that you post to, submit or transmit through the Site or from your violation of these Terms. Company reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you; provided, however, that you shall remain liable for any such claim. You will cooperate as fully as reasonably required in the defence of any claim. Company reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you; provided, however, that you shall remain liable for any such claim.

12. Security

  1. Any usernames and passwords used for this Site are for individual use only. You will be responsible for the security of your username and password. Company will be entitled to monitor your username and password and, at its discretion, require you to change them. If you use a username or password that Company considers insecure, Company will be entitled to require the username or password to be changed and/or terminate your account.
  2. You further agree not to disclose your password to any other person and Company and its officers, directors and employees will not be responsible for the unauthorized use of your profile by any other person and are under no obligation to confirm the actual identity of any password. You also agree to change your password on a regular basis in order to reduce the potential for unauthorised third party use and agree to notify Company immediately upon becoming aware of any known or suspected unauthorized use(s) of your password to gain access to your profile, or any known breach of security, including loss, theft or unauthorized disclosure of your password or account or any other breach of security, via e-mail to info@asigra.com if at any time your password or username is, or you believe it has been, lost, stolen, disclosed, or otherwise compromised. Company cannot and will not be liable for any loss or damage arising from your failure to comply with these provisions.
  3. If Company cancels your username or password for any reason, you agree not to reregister with Us without Company's prior written consent. In the event that you reregister without Company's prior written consent, Company will have the right in its sole discretion, without notice to you, to cancel your username and password.
  4. You are prohibited from using any services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Company reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. Company reserves the right to investigate suspected violations of these Terms.
  5. Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Company to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms. By accepting these Terms you waive, and hold Company harmless from, any claims resulting from any action taken by Company during or as a result of its investigations and/or from any actions taken as a consequence of investigations by either Company or law enforcement authorities.

13. Violations

Please report any violations of these Terms to Company at: info@asigra.com.

14. Risk of Loss

All Materials purchased from Company are made pursuant to a separately agreed upon shipment contract. Risk of loss and title for such Materials shall pass to you upon Company’s delivery to the carrier.

15. Applicable Law; Dispute Resolution

  1. These Terms and any action related thereto or related to the Site, Services, Materials and the Content shall be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws applicable therein without giving effect to any principles of conflicts of laws.
  2. Any dispute arising out of or relating to Terms, the Site, the Content or the Materials shall be finally settled by arbitration before a single arbitrator in accordance with the UNCITRAL Arbitration Rules as presently in force and with due regard to the provisions of the Ontario International Commercial Arbitration Act. In the event of any conflict between the UNCITRAL Arbitration Rules and these Terms, these Terms will govern and control. Arbitration shall be initiated by written notice. If the parties fail to agree on the selection of a sole arbitrator within thirty (30) days from the date on which the claimant’s request for arbitration has been communicated to the other party, either party may apply to the Ontario Superior Court for an order appointing an arbitrator. The parties intend that the arbitrator be a senior practicing Ontario lawyer or retired judge who has arbitration credentials and significant experience in international business and technology matters, specifically software licensing. Either party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under these Terms, seek from the Ontario Superior Court of Justice only such interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy).
  3. The arbitration shall be in English, and shall take place in Toronto, Ontario, Canada. The parties agree that all matters relating to the arbitration shall remain confidential. The parties to the arbitration shall jointly pay and be responsible for the costs of the arbitration. However, the arbitrator may make an award of costs upon the conclusion of the arbitration making one party to the arbitration liable to pay the costs of the other party. Any award rendered by the arbitration tribunal including any award of costs, shall be final and binding on both parties, subject only to the rights of appeal applicable to UNCITRAL arbitrations under the provisions of the Ontario International Commercial Arbitration Act. The award may be enforced in any jurisdiction under the provisions of the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Neither party shall directly or indirectly take any step to impede or delay the due enforcement of an arbitral award made under these Terms.
  4. The award will (i) be granted and paid in United States of American dollars exclusive of any tax, deduction, or offset; and (ii) include simple interest from the date the award is rendered until it is fully paid, computed at the rate of 12% per annum. Furthermore, the parties agree that any additional costs, fees, or expenses incurred in enforcing the arbitral award will be charged against the party that resists its enforcement.
  5. Sections 2-12 and 14-25 shall survive any termination of these Terms for any reason.

16. Termination

You acknowledge and agree that these Terms shall remain in effect for so long as you use this Site. You agree that this agreement can only be terminated by you once you have stopped using the Site, including any Services. Company reserves the right to terminate your use of the Site at any time, for any reason, with or without cause, if Company believes that you are violating these Terms in any way and your permission to use the Material automatically terminates. Upon such occurrence, you will immediately destroy any copies that you have made of the Material. Company also has the right, in its sole discretion, to remove any Submissions from the Site. Company may also terminate your password on the Site at any time, with or without cause or notice, for any reason. If you wish to terminate your account, you many choose to cease your use of the Site or to send Company notification by e-mail at info@asigra.com. Company shall not be responsible for maintaining or returning Submissions or your password. You should always maintain a copy of your Submissions. You acknowledge that any termination of this agreement will not discharge you of any of your obligations to pay for any outstanding fees, charges or penalties owed to Company at the time of termination.

17. Entire Agreement

These Terms and any other legal notices, policies and guidelines of Company linked to these Terms constitute the entire agreement between you and Company relating to your use of this Site and supersede any prior understandings or agreements (whether oral or written), claims, representations, and understandings of the parties regarding such subject matter and the Terms may not be amended or modified except in writing or by making such amendments or modifications available on this Site.

18. No Agency; Third Party Beneficiary

The Company is not your agent, fiduciary, trustee, or other representative, including as against Third Party Providers unless the Third Party Provider Agreement states otherwise. Nothing expressed or mentioned in or implied from these Terms is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Company, you, and relying Third Party Providers.

19. Assignment

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder without the prior written consent of Company.

20. Severability

If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

21. No Waiver

Company will not be considered to have waived any of its rights or remedies described in these Terms unless the waiver is in writing and signed by Company. No delay or omission by Company in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Company’s failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of Company’s right to subsequently enforce such provision or any other provisions of these Terms.

22. Export Controls

Canada controls the export of certain products and information. You agree to comply with such Canadian restrictions and not to export or re-export any Material to countries or persons prohibited under applicable Canadian export control laws. By purchasing or downloading any Material, you are agreeing that you are not in a country where such export is prohibited or are a person or entity to which such export is prohibited. You are responsible for compliance with Canadian regarding the import, export or re-export of any Material.

23. Headings

The headings used in these Terms are included for convenience only and have no legal or contractual effect and shall not affect the construction or interpretation of these Terms.

24. Electronic Communications

You consent to receive communications from Company electronically. Company will communicate with you by e-mail or by posting notices on the Site.

25. Language

You agree that English will be the language of the Site and of all transactions occurring in connection with the Site, and you agree to waive any right to use and rely upon any other language or translations. You acknowledge that it is your express wish that these Terms have been drawn up in English. C'est la volenté expresse des parties que la présente convention ainsi que tous les documents legales qui s'y rattachent soient rédigés en anglais.

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