All materials displayed or otherwise accessible through the Web site, including, without limitation, news articles, text, photographs, images, illustrations, audio clips, video clips, computer software and code (collectively, the Content) are protected under Canadian and foreign copyright or other laws, and are owned by IRWIN Industrial Ltd., its licensors or the party accredited as the provider of the Content. In addition, the Web site is protected under copyright law as a collective work and/or compilation pursuant to Canadian and foreign laws. You shall abide by all additional copyright notices, information and restrictions on or contained in any of the Content accessed through the Web site. ANY USE, REPRODUCTION, ALTERATION, MODIFICATION, PUBLIC PERFORMANCE OR DISPLAY, UPLOADING OR POSTING ONTO THE INTERNET, TRANSMISSION, REDISTRIBUTION OR OTHER EXPLOITATION OF THE WEBSITE OR OF ANY CONTENT, WHETHER IN WHOLE OR IN PART, OTHER THAN EXPRESSLY SET OUT HEREIN, IS PROHIBITED WITHOUT THE EXPRESS WRITTEN PERMISSION OF IRWIN Industrial Ltd.
Supplier's logos, banners or Other names, words, titles, phrases, logos, designs, graphics, icons and trademarks displayed on the Web site may constitute registered or unregistered trademarks of IRWIN Industrial Ltd. or third parties. While certain trademarks of third parties may be used by IRWIN Industrial Ltd. under license, the display of third-party trademarks on the Web site should not be taken to imply any relationship or license between IRWIN Industrial Ltd. and the owner of said trademark or to imply that IRWIN Industrial Ltd. endorses the wares, services or business of the owner of said trademark. Nothing contained on the Web site should be construed as granting you any license or right to use any trademark logo or design of IRWIN Industrial Ltd. or any third party, without the written permission of IRWIN Industrial Ltd. or the respective owner of any third-party trademark.
Disclaimer of Warranties
THE WEB SITE AND ALL CONTENT IS PROVIDED AS IS. BY ACCESSING AND USING THE WEB SITE YOU ACKNOWLEDGE AND AGREE THAT USE OF THE WEB SITE AND THE CONTENT IS ENTIRELY AT YOUR OWN RISK. IRWIN INDUSTRIAL LTD. MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE WEB SITE AND THE CONTENT, INCLUDING, WITHOUT LIMITATION, NO REPRESENTATION OR WARRANTY (I) THAT THE WEB SITE AND/OR CONTENT WILL BE ACCURATE, COMPLETE, RELIABLE, SUITABLE OR TIMELY; (II) THAT ANY CONTENT, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, DATA, SOFTWARE, PRODUCT OR SERVICE CONTAINED IN OR MADE AVAILABLE THROUGH THE WEB SITE WILL BE OF MERCHANTABLE QUALITY OR FIT FOR A PARTICULAR PURPOSE; III) THAT THE OPERATION OF THE WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE; (IV) THAT DEFECTS OR ERRORS IN THE WEB SITE WILL BE CORRECTED; (V) THAT THE WEB SITE WILL BE FREE FROM VIRUSES OR HARMFUL COMPONENTS; AND (VI) THAT COMMUNICATIONS TO OR FROM THE WEB SITE WILL BE SECURE OR NOT INTERCEPTED.
Limitation of Liability
SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL IRWIN INDUSTRIAL LTD., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGES IN THE NATURE OF OR RELATING TO LOST BUSINESS, LOST SAVINGS, LOST DATA AND/OR LOST PROFITS, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THE FOREGOING LIMITATION SHALL APPLY EVEN IF IRWIN INDUSTRIAL LTD. KNEW OF OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL IRWIN INDUSTRIAL LTD., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE FOR DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF IRWIN INDUSTRIAL LTD. HAS BEEN ADVISED OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL IRWIN INDUSTRIAL LTD., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM THE FAILURE OF IRWIN INDUSTRIAL LTD. OR YOUR FAILURE TO PROTECT YOUR PASSWORD OR ACCOUNT INFORMATION.
IRWIN INDUSTRIAL LTD. EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS OR CONDUCT OF ANY THIRD-PARTY USER OF THE WEB SITE OR ANY ADVERTISER OR SPONSOR OF THE WEBSITE (COLLECTIVELY, THIRD-PARTY USER). UNDER NO CIRCUMSTANCES SHALL IRWIN INDUSTRIAL LTD. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS LICENSORS, BE LIABLE FOR ANY INJURY, LOSS, DAMAGE (INCLUDING SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES) OR EXPENSE ARISING IN ANY MANNER WHATSOEVER FROM (I) THE ACTS, OMISSIONS OR CONDUCT OF ANY THIRD-PARTY USER; AND (II) ANY USE OR INABILITY TO USE ANY MATERIALS, SOFTWARE, CONTENT, GOODS OR SERVICES LOCATED AT OR MADE AVAILABLE AT ANY WEB SITE LINKED TO OR FROM THE WEB SITE.
IF YOU DECIDE TO ACCESS OR USE ANY LINKED WEB SITE OR CONTENT, MATERIALS, SOFTWARE, GOODS OR SERVICES FROM A WEB SITE LINKED TO THE WEB SITE, YOU DO SO ENTIRELY AT YOUR OWN RISK.
YOU HEREBY RELEASE IRWIN INDUSTRIAL LTD. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY DAMAGES THAT YOU INCUR, AND AGREE NOT TO ASSERT ANY CLAIMS AGAINST THEM, ARISING FROM YOUR PURCHASE OR USE OF ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE WEB SITE OR BY THIRD PARTIES THROUGH THE WEB SITE.
You agree to indemnify, defend and hold harmless IRWIN Industrial Ltd. and its officers, directors, employees, agents, licensors and their respective successors and assigns, from and against any and all claims, demands, liabilities, costs or expenses whatsoever, including, without limitation, legal fees and disbursements resulting directly or indirectly from: (i) your breach of any of the terms and conditions of this Agreement; (ii) your access, use or inability to access or use the Web site or any Web site to which the Web site is or may be linked to from time to time; (iii) your use of, reliance on, publication, communication or distribution, uploading or downloading of anything on or from the Web site; and/or (iv) your violation of any law or regulation.
Any consent by IRWIN Industrial Ltd. to, or waiver of, a breach of this Agreement which you have committed, whether express or implied, shall not constitute a consent to, or waiver of, any other, different or subsequent breach. You may not assign or transfer this Agreement or any right or obligation hereunder. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, it shall be severed and the remaining provisions shall remain in full force without being invalidated in any way. This Agreement is not intended to create a partnership, joint venture, or agency relationship between the parties. Except for any agreements with IRWIN Industrial Ltd. that expressly reference this Agreement, this is the entire agreement between you and IRWIN Industrial Ltd. relating to the matters contained herein.
To use certain features of the Web site, you may also need a username and password, which you will receive through the Website registration process. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities that occur under your password or account. You agree to notify IRWIN Industrial Ltd. immediately of any unauthorized use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session. IRWIN Industrial Ltd. cannot and will not be liable for any loss or damage arising from IRWIN Industrial Ltd.’s failure or your failure to protect your password or account information.
Please note that information sent or received over the Internet is generally unsecure and IRWIN Industrial Ltd. cannot and does not make any representation or warranty concerning security of any communication to or from the Web site or any representation or warranty regarding the interception by third parties of personal or other information.
IRWIN Industrial Ltd. may at any time, without notice, in its sole discretion and without cause, terminate your right to access or use the Web site, (or any portion thereof). IRWIN Industrial Ltd. may also terminate your right to access and use the Web site, or any part of the Web site, if you breach any term or condition of this Agreement.
The Web site contains links to third-party web sites. These links are provided solely as a convenience to you and not as an endorsement by IRWIN Industrial Ltd. of the contents of such third-party web sites. IRWIN Industrial Ltd. is not responsible for the content of any third-party web site, nor does it make any representation or warranty of any kind regarding any third-party web site including, without limitation (i) any representation or warranty regarding the legality, accuracy, reliability, completeness, timeliness, suitability of any content on any third-party web site; (ii) any representation or warranty regarding the merchantability or fitness for a particular purpose of any material, content, software, goods or services located at or made available through such third-party web sites; or (iii) any representation or warranty that the operation of the third-party web sites will be uninterrupted or error free, that defects or errors in such third-party websites will be corrected or that such third-party websites will be free from viruses or other harmful components.
Software Licenses and Ownership
All software embedded in or located on or at the Web site, including, without limitation, all computer code of all types, including all files and/or images contained in or generated by such software (Software) is protected by copyright and may be protected by other rights. All such Software is owned by IRWIN Industrial Ltd., its licensors or the party accredited with ownership of such Software. You are hereby granted the right to access and use the Software embedded and integrated into the Web site, subject to (i) the terms and conditions of this Agreement, and (ii) any additional conditions which may be imposed on your access and use of such Software.
If the Web site provides Software for download, unless otherwise provided, you are hereby granted, subject (i) to the terms of this Agreement and (ii) to any other terms and conditions that may apply to your downloading and use of such Software, a personal, non-transferable, non-exclusive license to (i) install and run one copy of the Software in object-code format on a non-networked computer for your personal, non-commercial use; and (ii) to reproduce the Software only as reasonably required to install, run and make reasonable backup copies as allowed by law.
Except to the extent expressly permitted in this Agreement, you may not: (i) use, reproduce, modify, adapt, translate, upload, download or transmit the Software in whole or in part; (ii) sell, rent, lease, licence, transfer or otherwise provide access to the Software; (iii) alter, remove or cover any trademarks or proprietary notices included in the Software; and/or (iv) decompile, disassemble, decrypt, extract or reverse engineer the Software or assist others in doing so.
Nothing contained in the Web site shall be construed as granting you any right, title, interest or other license in or to any Software embedded or integrated into the Web site or made available for download from the Web site, including, but not limited, to any intellectual property rights in the Software.
All Software embedded or integrated into the Web site is provided As Is, without warranties of any kind, either expressed or implied, including, without limitation, any warranty (i) that the Software is of merchantable quality or is fit for any particular purpose; (ii) that the Software will conform with any specification(s) relating to the Software; (iii) that the Software will be free from material defects; (iv) that the Software contains no computer viruses or other contaminants; or (v) that the Software shall process date and tine-related data without causing any processing interruptions, termination or process or manipulate any time-related data.
Governing Law and Jurisdiction
The Web site (excluding linked Web sites) is controlled by IRWIN Industrial Ltd. from its offices within the Province of Ontario, Canada. By accessing or using the Web site, you agree that all matters relating to your access to, or use of, the Web site and/or the Content shall be governed by the laws of the Province of Ontario and the laws of Canada, without regard to the conflict of laws principles thereof. You agree and hereby submit to the non-exclusive jurisdiction of the Federal Court of Canada and/or the courts of the Province of Ontario with respect to such matters. You agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply.