Cubicle42 Services Tems and Conditions

Accepting the Terms of Service

The Cubicle42 Services (the “Services”) is a set of related Internet sites and other applications for managing business and employees, owned and operated by Cubicle42 Inc. (“Cubicle42”), a Canadian corporation. Please read these terms of service (“Agreement”) carefully before using the Services or any services provided on the Services (collectively, “Services”). By using or accessing the Services, you agree to become bound by all the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, do not use the Services. The Services are accessed by You (“Subscriber” or “You”) under the following terms and conditions:               

1. Access to the Services

Subject to the terms and conditions of this Agreement, Cubicle42 may offer to provide the Services, as described more fully on the Services, and which are selected by Subscriber, solely for Subscriber’s own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services Cubicle42 performs for Subscriber, as well as the offering of any Content (as defined below) on the Services. Cubicle42 may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Content. Cubicle42 may also impose limits on certain features and services or restrict Subscriber’s access to parts or all of the Services without notice or liability. Cubicle42 reserves the right, at its discretion, to modify these Terms of Service at any time by posting revised Terms of Service on the Services and by providing notice via e-mail, where possible, or on the Services. Subscriber shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by Subscriber following such modification constitutes Subscriber's acceptance of the terms and conditions of this Agreement as modified.                                                                                                                                                 

Subscriber certifies to Cubicle42 that if Subscriber is an individual (i.e., not a corporate entity), Subscriber is at least 13 years of age. No one under the age of 13 may provide any personal information to or on Cubicle42 (including, for example, a name, address, telephone number or email address). Subscriber also certifies that it is legally permitted to use the Services and access the Services, and takes full responsibility for the selection and use of the Services and access of the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions. Cubicle42 makes no claim that the Services may be lawfully viewed or that Content may be downloaded outside of the Canada. Access to the Content may not be legal by certain persons or in certain countries. If You access the Services from outside Canada, You do so at Your own risk and You are responsible for compliance with the laws of Your jurisdiction.                                                                

Cubicle42 will use reasonable efforts to ensure that the Services and Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Services and/or Services will be interrupted for maintenance, upgrades and repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by Cubicle42 to minimize such disruption where it is within Cubicle42’s reasonable control.

You agree that neither Cubicle42 nor the Services will be liable in any event to You or any other party for any suspension, modification, discontinuance or lack of availability of the Services, the service, any Subscriber Content, or other Content.Cubicle42 retains the right to create limits on use and storage in its sole discretion at any time with or without notice.

Subscriber shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Services or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service. Subscriber shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.2. Services Content

The Services and its contents are intended solely for the use of the Services Subscribers and may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Services, including, but not limited to text, graphics, logos, tools, photographs, images, illustrations, software or source code, audio and video, and animations (collectively, “Content”) (other than Content posted by Subscriber (“Subscriber Content”)) are the property of Cubicle42 and/or third parties and are protected by Canadian and international copyright laws.

All trademarks, service marks, and trade names are proprietary to Cubicle42 and/or third parties. Subscriber shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Services.

The Services is protected by copyright as a collective work and/or compilation, pursuant to Canadian copyright laws, international conventions, and other copyright laws. Other than as expressly set forth in this Agreement, Subscriber may not copy, modify, publish, transmit, upload, participate in the transfer or sale of, reproduce (except as provided in this Section), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Subscriber may download or copy the Content, and other items displayed on the Services for download, for personal use, provided that Subscriber maintains all copyright and other notices contained in such Content.

Any other downloading, copying, or storing any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Cubicle42, or from the copyright holder identified in such Content's copyright notice. In the event You download software from the Services, the software, including any files, images incorporated in or generated by the software, and the data accompanying the software (collectively, the “Software”) is licensed to You by Cubicle42 or third party licensors for Your personal, non-commercial use, and no title to the Software shall be transferred to You. Cubicle42 or third party licensors retain full and complete title to the Software and all intellectual property rights therein.

3. Restrictions      

Subscriber is responsible for all of its activity in connection with the Services and accessing the Services. Any fraudulent, abusive, or otherwise illegal activity or any use of the Services or Content in violation of this Agreement may be grounds for termination of Subscriber’s right to Services or to access the Services. Subscriber may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Services or Service user.

Use of the Services or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. Under no circumstances will Subscriber use the Services or the Service to (a) send unsolicited e-mails, bulk mail, spam or other materials to users of the Services or any other individual, (b) harass, threaten, stalk or abuse any person or party, including other users of the Services, (c) create a false identity or to impersonate another person, or (d) knowingly post any false, inaccurate or incomplete material.

4. Warranty disclaimer

Cubicle42 has no special relationship with or fiduciary duty to Subscriber. Subscriber acknowledges that Cubicle42 has no control over, and no duty to take any action regarding: which users gains access to the Services; which Content Subscriber accesses via the Services; what effects the Content may have on Subscriber; how Subscriber may interpret or use the Content; or what actions Subscriber may take as a result of having been exposed to the Content. Much of the Content of the Services is provided by and is the responsibility of the user or subscriber who posted the Content. Cubicle42 does not monitor the Content of the Services and takes no responsibility for such Content. Subscriber releases Cubicle42 from all liability for Subscriber having acquired or not acquired Content through the Services. The Services may contain, or direct Subscriber to sites containing, information that some people may find offensive or inappropriate. Cubicle42 makes no representations concerning any content contained in or accessed through the Services, and Cubicle42 will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.

The Services, Content, Services and any Software are provided on an "as is" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. Cubicle42 makes no representations or warranties of any kind with respect to the Services, the Services, including any representation or warranty that the use of the Services or Services will (a) be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) meet your requirements or expectations, (c) be free from errors or that defects will be corrected, (d) be free of viruses or other harmful components.

To the fullest extent allowed by law, Cubicle42 disclaims any liability or responsibility for the accuracy, reliability, availability, completeness, legality or operability of the material or services provided on this Services. By using this Services, you acknowledge that Cubicle42 is not responsible or liable for any harm resulting from (1) use of the Services; (2) downloading information contained on the Services including but not limited to downloads of content posted by subscribers; (3) unauthorized disclosure of images, information or data that results from the upload, download or storage of content posted by subscribers; (4) the temporary or permanent inability to access or retrieve any Subscriber Content from the Services, including, without limitation, harm caused by viruses, worms, trojan horses, or any similar contamination or destructive program.

Some provinces do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to Subscriber.

5. Third party websites

Users of the Services may gain access from the Services to third party sites on the Internet through hypertext or other computer links on the Services posted by Service users. Third party sites are not within the supervision or control of Cubicle42 or the Services. Unless explicitly otherwise provided, neither Cubicle42 nor the Services make any representation or warranty whatsoever about any third party site that is linked to the Services, or endorse the products or services offered on such site. Cubicle42 and the Services disclaim: (a) all responsibility and liability for content on third party websites and (b) any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) You might be requested to give any third party, and You hereby irrevocably waive any claim against the Services or Cubicle42 with respect to such sites and third party content

6. Registration and security

As a condition to using Services, Subscriber may be required to register with Cubicle42 and select a password and profile name. Subscriber shall provide Cubicle42 with accurate, complete, and updated registration information, including Subscriber’s e-mail address. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Subscriber's account. Subscriber may not (a) select or use as a profile name a name of another person with the intent to impersonate that person; or (b) use as a profile name a name subject to any rights of a person other than Subscriber without appropriate authorization. Cubicle42 reserves the right to refuse registration of, or cancel a profile name in its discretion. Subscriber shall be responsible for maintaining the confidentiality of Subscriber's password. Subscriber is solely responsible for any use of or action taken under Subscriber’s password and accepts full responsibility for all activity conducted through Subscriber’s account and agrees to and hereby releases the Services and Cubicle42 from any and all liability concerning such activity. Subscriber agrees to notify Cubicle42 immediately of any actual or suspected loss, theft, or unauthorized use of Subscriber’s account or password. The Services will take reasonable security precautions when using the internet, telephone or other means to transport data or other communications, but expressly disclaims any and all liability for the accessing of any such data communications by unauthorized persons or entities.

7. Indemnity

Subscriber will indemnify and hold Cubicle42, its directors, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of Subscriber’s access to the Services, use of the Services, the violation of this Agreement by Subscriber, or the infringement by Subscriber, or any third party using the Subscriber's account, of any intellectual property or other right of any person or entity.

8. Limitation of liability

In no event shall Cubicle42, its directors, officers, shareholders, employees or members be liable with respect to the Services or the Services for (a) any indirect, incidental, punitive, or consequential damages of any kind whatsoever; (b) damages for loss of use, profits, data, images, Subscriber Content or other intangibles; (c) damages for unauthorized use, non-performance of the Services, errors or omissions; or (d) damages related to downloading or posting Content. Cubicle42's and the Services's collective liability under this agreement shall be limited to three hundred Canadian Dollars. Some provinces do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to Subscriber.

9. Fees and payment

Some of the Services require payment of fees. All fees are stated in Canadian dollars. Subscriber shall pay all applicable fees, as described on the Services in connection with such Services selected by Subscriber, and any related taxes or additional charges. All fees are non-refundable unless expressly stated otherwise on the Services. Subscriber represents to Cubicle42 that Subscriber is the authorized account holder or an authorized user of the chosen method of payment used to pay for the paid aspects of the Services. All fee-based Services and virtual goods are provided “AS IS” with no warranties of any kind. Cubicle42 may modify and/or eliminate such fee-based Services at its discretion. Subscriber understands and agrees that the payment for virtual goods grants Subscriber a limited license to use the virtual goods as specified on the Services.

Cubicle42 may change its prices at any time but will provide you reasonable notice of any such changes by posting the new prices on the Services and by sending you email notification. If you do not wish to pay the new prices, you may cancel the services prior to the change going into effect.

10. Termination

Either party may terminate the Services at any time by notifying the other party by any means. Cubicle42 may also terminate or suspend any and all Services and access to the Services immediately, without prior notice or liability, if Subscriber breaches any of the terms or conditions of this Agreement. Upon termination of Subscriber's account, Subscriber’s right to use the Services, access the Services, and any Content will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Termination of Your access to and use of the Services and the Services shall not relieve Subscriber of any obligations arising or accruing prior to such termination or limit any liability which Subscriber otherwise may have to Cubicle42 or the Services, including without limitation any indemnification obligations contained herein.

11. Privacy

Please review our Privacy Policy, which governs the use of personal information on the Services and to which Subscriber agrees to be bound as a user of the Services.

12. Miscellaneous

This Agreement (including the Privacy Policy), as modified from time to time, constitutes the entire agreement between You, the Services and Cubicle42 with respect to the subject matter hereof. This Agreement replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Cubicle42 shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Cubicle42’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Subscriber except with Cubicle42’s prior written consent. Cubicle42 may assign this Agreement in whole or in part at any time without Subscriber’s consent. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to the conflict of laws provisions thereof. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Subscriber does not have any authority of any kind to bind Cubicle42 in any respect whatsoever. Any notice to the Services that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to or when delivered in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to Cubicle42 Inc., 8541 Bexley Terrace, Sidney, BC, V8L 1M3 Attn: Legal Dept.