IT IS IMPORTANT THAT YOU READ THESE TERMS AND CONDITIONS CAREFULLY. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, YOU MUST DISCONTINUE YOUR USE OF THE WEBSITE. THE WEBSITE IS DIRECTED TO BUSINESS USERS OF THE AGE OF MAJORITY WHO CAN FORM LEGALLY BINDING CONTRACTS ON BEHALF OF THEMSELVES OR THEIR EMPLOYER, AS APPLICABLE. IF YOU DO NOT HAVE LEGAL STANDING AND AUTHORITY TO AGREE TO AND ACCEPT THIS AGREEMENT ON BEHALF OF YOURSELF OR YOUR EMPLOYER YOU MAY NOT USE THIS WEBSITE.

These Terms and Conditions of Use constitute a legally binding agreement between you (“User”) and NexJ Systems Inc. (“NexJ”) and govern your use of websites operated by NexJ and accessible at http://www.nexj.com and similar URLs (“Website”). Every access to, or other use of, this Website, signifies your acceptance and agreement to be bound by these Terms and Conditions of Use and such other additional or alternative terms, conditions, rules and policies which are displayed, or to which you may be directed, in connection with this Website or any of the Content, as such may be modified by NexJ from time to time (collectively the “Agreement”).

OWNERSHIP

All materials displayed or otherwise accessible through the Website, including without limitation, software, data, content, text, photographs, images, icons, designs and drawings (collectively, the “Content”) are protected under Canadian and international copyright, trade secret, patent, trademark, and other applicable intellectual property laws. You acknowledge that NexJ, and applicable third parties, own and retain all right, title and interest (including without limitation all worldwide copyright, trade secret, patent and trademark rights) in and to the Website and Content. Without limiting the foregoing, you specifically acknowledge that NexJ owns and retains all right, title and interest (including without limitation all worldwide copyright, trade secret, patent and trademark rights) in and to NexJ Content, the Website as a collective work and/or compilation pursuant to Canadian and international laws, and the “look and feel” of the Website (including without limitation all page headers, colour schemes, graphics, button icons and scripts). For the purposes of this Agreement, “NexJ Content” means all Content, exclusive of Content licensed from or contributed by third parties (“Third Party Content”).

USE OF WEB-SITE INFORMATION

NexJ is a vendor of people-centered software solutions to businesses, organizations and government. This Website is intended to provide information to our customers, partners and potential customers and partners. Subject to the terms and conditions of this Agreement, you may download, view, copy and print the Content solely for your lawful, personal, informational and non-commercial purposes, provided that you: (i) do not modify, or make any derivative uses of, any of the Website pages or other Content, or any part thereof, (ii) mark any displays or printouts of the Website or Content, or any part thereof, with an appropriate copyright notice similar to “© 2008, NexJ Systems, Inc. All rights reserved.”, (iii) do not remove or alter any visible or non-visible identification marks, copyright, trademark, proprietary or other notices, or disclaimers contained on or in the Website or Content, (iv) abide by all copyright and other proprietary notices, information and restrictions contained on or in the Website or Content, (v) do not use any data mining, robots or similar data gathering or extraction methods, (vi) do not use the Website or Content other than for its intended purpose, (vii) do not use the Website or Content for purposes competitive with the business of NexJ and (viii) do not reproduce, prepare derivative works from, distribute or display the Website or any Content (except for page caching). Your use of the Website does not grant or transfer to you any ownership or other rights in the Website or any Content, and except as expressly provided, nothing herein or within the Website or any of the Content shall be construed as conferring to you or any other person any license under any of NexJ’s or any third party’s intellectual property rights (whether by estoppel, implication, waiver, or otherwise). Except as otherwise expressly permitted herein, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content, or use of any portion of the Website or Content without NexJ’s prior written consent. If you download software from the Website your use of the software shall be subject to the applicable software license entered into between you or your employer, as applicable, and NexJ.

TRADEMARKS

NEXJ, the NexJ Logo and “Business is About Relationships” are trademarks of NexJ. All other products, services, brands, company names and logos used on the Website are the trademarks of their respective owners. Any use of any of the marks appearing on the Website without the express written consent of NexJ or the owner of the mark, as appropriate, is strictly prohibited. While certain trademarks of third parties may be used by NexJ under license, the display of third-party trademarks on the Website should not be taken to imply any relationship or license between NexJ and the owner of said trademark or to imply that NexJ endorses the wares, services or business of the owner of said trademark.

LINKING

NexJ permits other websites to link to the Website but the framing of the Website or any Content in any form is strictly prohibited. Further, and notwithstanding the foregoing, NexJ reserves the right to cancel and revoke the permission to any party to link to the Website at any time.

SUBMISSION OF INFORMATION

All feedback, comments, information or materials submitted to NexJ through or in association with the Website shall be considered non-confidential and the property of NexJ. By submitting such materials to NexJ, you agree to a no-charge, worldwide assignment to NexJ of all right, title and interest in the copyright and other intellectual property rights to the materials, and NexJ shall be free to use the materials on an unrestricted basis. You represent and warrant to NexJ that any information submitted will be submitted in good faith for legitimate business purposes and that to your knowledge the information is accurate, complete and not misleading in any way. Any personal contact information submitted is subject to the NexJ Website Privacy Policy that may be accessed by a link on the Website home page.

SECURITY

Please note that information sent or received over the Internet is generally unsecure and NexJ cannot and does not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information.

DISCLAIMER

YOUR USE OF THE WEBSITE AND THE CONTENT IS AT YOUR OWN RISK. THE WEBSITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION, WARRANTY OR CONDITION REGARDING THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY OF THE CONTENT OR THE WEBSITE. NEXJ EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

LIMITATION OF LIABILITY

IN NO EVENT SHALL NEXJ, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR ANY DAMAGES FOR LOSS OF USE, PRODUCTION, INCOME OR PROFITS (ANTICIPATED OR OTHERWISE), SAVINGS OR GOODWILL, ECONOMIC LOSS, OR OTHER INTANGIBLE LOSS, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE IN ANY DEGREE OR MISREPRESENTATION) OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE OR THE CONTENT, EVEN IF NEXJ HAS BEEN ADVISED OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

THIRD PARTY SITES

The Website may provide links to websites operated by Third Parties (“Third Party Site(s)”). NexJ is an independent operation and does not endorse, and makes no representation or warranty in respect of any Third Party Site or any information, content, product or service available on or through a Third Party Site. When you leave the Website, NexJ’s terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

INDEMNITY

You agree to defend, indemnify and hold NexJ, its affiliates, suppliers, licensors, co-branders, information providers, service providers, partners, directors, officers, employees, agents, representatives, and their respective successors and assigns, harmless from and against any and all liabilities, claims, costs and expenses, including without limitation reasonable attorneys’ fees and expenses, in connection with any claim or demand arising from, related to, or in connection with, your: (a) violation of any of the provisions of this Agreement, (b) use of, or inability to use, the Website or any of the Content, or (c) use of, reliance on, placement, or transmission of, any Content available on or through the Website. Further, you will assist and cooperate as fully as reasonably required by NexJ in the defence of any such claim or demand.

MODIFICATION AND TERMINATION

Please note that the Agreement may be modified from time to time without notice to you, so please check this web page on every visit to the Website. If you breach any provision of this Agreement, you may no longer use the Website. NexJ may, in its sole discretion, modify, change, suspend or terminate, temporarily or permanently, the Website or any part of it or any of its Content at any time, for any reason, without any notice or liability to you. If this Agreement or your permission to use the Website is terminated for any reason, this Agreement will nevertheless continue to apply and be binding upon you in respect of your prior use of the Website and anything connected with, relating to or arising from such use. If you are dissatisfied with the Website, any of the Content, or with this Agreement, including any terms, conditions, rules, policies, guidelines, or practices of NexJ in operating the Website and the Content, your sole and exclusive remedy is to discontinue using the Website and the Content. The terms in this Agreement shall survive any termination of this Agreement.

GOVERNING LAW

NexJ controls and operates the Website from its offices in Toronto, Canada. If you use this Website from outside Canada, you are entirely responsible for compliance with applicable local laws. This Agreement, your use of the Website, and all related matters shall be governed solely by the laws of the Province of Ontario, Canada, and the applicable federal laws of Canada, without regard to the conflicts of law provisions of any jurisdiction. You hereby irrevocably submit to the exclusive jurisdiction of the provincial and federal courts of the Province of Ontario located in the City of Toronto in relation to all disputes arising from or related to this Agreement, your use of the Website and any related matters.

MISCELLANEOUS

This Agreement constitutes the entire agreement between NexJ and you pertaining to your use of the Website and the Content and supersedes any prior agreements between you and NexJ. NexJ’s failure to insist upon or enforce strict performance of any right or provision of the Agreement shall not constitute, or be construed as, a waiver of any right or provision. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace the original provision with a valid and enforceable provision that will achieve, to the extent possible, the same purposes of the original provision. The balance of this Agreement shall be enforceable in accordance with its terms. You and NexJ are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement or your use of the Website. The provisions of this Agreement shall enure to the benefit of, and be binding upon, NexJ and its respective successors and assigns and related persons and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without the express prior written consent of NexJ, which may be withheld in NexJ’s sole discretion. NexJ may assign this Agreement and its rights and obligations under this agreement without your consent. Any rights not expressly granted by this Agreement are reserved to NexJ. The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient redigés en anglais.

NexJ Systems, has provided training to our employees and those who deal with the public or act on our behalf on the provisions required by the Accessibility Standards for Customer Service.

© NexJ Systems Inc. All Rights Reserved.
Last Reviewed: December 28, 2012