MDEX SOLUTIONS INC. ("MDEX") owns and operates the website and related services located at www.DogShow.ca. (The website and all related services and any related documentation are called, collectively, the "Website".)
BY ACCESSING OR USING ANY OF THE WEBSITE YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AS THE SAME MAY BE AMENDED AS PROVIDED HEREIN. IF YOU DO NOT AGREE WITH ALL OF THE TERMS SET OUT IN THIS AGREEMENT YOU MAY NOT ACCESS OR USE THE WEBSITE.
YOU MAY NOT ACCESS OR USE THE WEBSITE IF YOU ARE LESS THAN 13 YEARS OF AGE.
MDEX may amend this Agreement at any time by posting a new agreement in place of this one. These amendments may include, without limitation, adding to, deleting from or modifying any of the provisions in this Agreement. MDEX will post notice that the Agreement has been amended on its main website located at www.DogShow.ca for a period of 30 days. The amended agreement will automatically be effective when posted. Your continued use of the Website following the posting of the amended agreement and the posting of such notice will mean that you accept the terms of this Agreement as amended. If you do not agree with any of the terms or conditions in the amended Agreement then you agree to immediately cease all use of the Website, which will be your sole recourse and remedy in the event you are dissatisfied with the amended Agreement. This Agreement may not otherwise be amended.
The first paragraph of this Agreement indicates when the Agreement was last amended. Please check back regularly to review for changes.
Provided you maintain full compliance with this Agreement at all times, you are granted a non-exclusive and non-transferable license to use and access the Website.
Non-compliance with this Agreement will result in immediate suspension of the license to use and access the Website.
3. Term and Termination
This Agreement will come into effect on your acceptance of the terms and conditions and will continue in force unless terminated:
(a) because you have not complied with the requirements of your license in Section 2;
(b) by either party giving at least thirty (30) days written notice to the other party;
(c) because the other party is in breach or default of any of its obligations under this Agreement, other than in regard to payment, and such breach or default continues un-rectified for thirty (30) days following the provision of written notice of such breach or default;
(d) because the other party enters into proceedings in bankruptcy or insolvency;
(e) because the other party ceases to carry on business; or
(f) because any payment has not been made when due under this Agreement and such non-payment continues for ninety (90) days.
Certain portions of the Website may require you to have a user id. This may require you to provide some of your personal information to MDEX. You agree to (a) provide true, accurate, current and complete information about yourself as requested and (b) promptly update this information as required to keep it true, accurate, current and complete.
If you select a username or other identifier, we reserve the right to require that you change the same if we determine in our sole discretion that the username or identifier is not appropriate or incorporates a third party trademark or an element that is confusingly similar to a third party trademark.
MDEX has the right, in MDEX's sole discretion, to suspend or terminate your current and future access and use of the Website in the event MDEX reasonably believes that you are conducting yourself or providing information or other material in a manner which is in breach of this Agreement.
You will not permit any other person to access the Website through use of your userid/password or otherwise. You will be solely responsible for all activity of any person using your userid/password. You are solely responsible for ensuring that your userid/passwords are kept secret.
As consideration for the use of the Website and associated services granted hereunder, you agree to the following fee structure (the "Fees"):
(a) Our service fee for each entry is ten percent (10%), plus applicable taxes, on the total entry amount (the "Service Fee") and is charged directly to the person making the entry.
By using the Website and this service, you agree to comply with and be bound by our refund policy. You can view our Refund Policy.
8. Participant Submissions
The Website may enable you to submit postings, information, other material and links to the Website and to other participants. (A posting, information, other material or link submitted by you is called a "Submission".) You agree that all of your Submissions will be in compliance with our participant submissions policy. You can view our Participant Submission Policy.
9. Prohibited Activities
You will not, in connection with the Website:
(a) undertake any activity which creates liability, loss or damage or potentially creates liability, loss or damage to MDEX or any of its suppliers or any other participant of the Website;
(b) offer, sell, promote or publicize any promotional contests, products or services over the Website;
(c) use the Website or any of your postings or other material for any commercial purpose;
(d) obtain or seek to obtain access to any software or data of MDEX or any of its suppliers other than as specifically permitted and as reasonably necessary to use the Website;
(e) use any automatic means, including software, to interfere with or attempt to interfere with the Website or any related service or their use by any other participant;
(f) cause any unreasonable burden or load on the Website or its computer systems;
(g) undertake any activity which actually or potentially creates loss or damage to MDEX's computer systems;
(h) use any material of MDEX that is protected by copyright without written consent;
(i) use any trademark of MDEX without written consent; or
(j) use MDEX's or any of its suppliers' systems, servers or networks for any purpose other than what is reasonably necessary to use the Website.
10. Changes and Availability of the Website
MDEX may change, add to or delete from the Website or any related services at any time without notice. You agree to bear all risks, costs and damages that you may incur or suffer as a result of those changes.
You agree that MDEX will not be liable for any delay or unavailability of any of the Website, whether due to an act or omission of MDEX or an act or omission of any third party.
MDEX will ensure that appropriate firewalls and other security measures are in place to ensure that the Website is secure against unauthorized access in accordance with industry standards. However, you acknowledge and agree that applications and systems which are made available over the Internet are inherently insecure against motivated individuals and MDEX and its suppliers will have no obligation or liability to you for any breach of such firewalls or security measures as a result of an attack by such motivated individuals.
12. Links to Internet Resources
Links to other Internet resources which are provided by MDEX on the Website are provided as a courtesy and you may only use them at your sole risk. The condition, suitability, safety, accuracy, quality, integrity and legality of any information, content or other material or any products or services available from or through any links are not investigated, verified or monitored by MDEX. MDEX will not be responsible for any such information, content or other material or any such products or services. Further, the posting of any link does not mean MDEX agrees with or endorses any information, content or other material or any products or services available from or through any such links.
No partnership or other relationship should be implied merely from the fact that a link to a third party website is provided on the Website.
13. Your Suggestions
By making any suggestion or comment to MDEX you will thereby be granting , and you agree to grant, to MDEX a world-wide, royalty-free, non-exclusive and irrevocable license to use that suggestion or comment in any manner that MDEX may wish, including to improve the Website. You hereby agree and acknowledge that you will not receive any compensation in connection with the same.
Further, you hereby agree and acknowledge that by providing a suggestion or comment you may be giving up certain proprietary rights, including the right to apply for a patent and the right to receive any economic benefit from your suggestion or comment. If you are not prepared to grant the foregoing license and to give up these rights or if you do not understand the consequences of providing a suggestion or comment then you should not provide the suggestion or comment to MDEX. Further, if you are in doubt, we encourage you to speak to a lawyer.
You agree that title to and ownership of the Website and any modifications or upgrades made thereto and all intellectual property rights therein will at all times be held by MDEX and its suppliers.
You will not have any right, title or ownership interest in the Website except the limited right to access and use the Website in accordance with the terms and conditions set out in this Agreement.
You may not, directly or indirectly, decompile or reverse engineer the Website or do anything to attempt to reveal, generate or obtain the source code for the Website.
You may not modify, copy, publish, republish, transmit, sell, create derivative works, display, frame or in any way exploit any content contained on the MDEX Website. While you retain ownership of your own Submissions to the Website you may not in any way commercially exploit your Submissions in connection with the Website.
15. Errors and Defects
MDEX does not represent or warrant that any errors in the Website can or will be corrected. Any such corrections will be solely at MDEX's discretion. MDEX and its suppliers will have no liability or obligation to you or any third party in the event of any defect or error or any omission in the Website.
16. Warranty Disclaimer
THE WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS USED BY YOU AT YOUR SOLE RISK. EXCEPT AS OTHERWISE EXPLICITLY SET OUT HEREIN MDEX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS CONCERNING THE WEBSITE, INCLUDING ANY AND ALL WARRANTIES AND CONDITIONS OF DESIGN, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, PERFORMANCE AND ANY AND ALL WARRANTIES AND CONDITIONS THAT MIGHT OTHERWISE ARISE DURING THE COURSE OF DEALING, CUSTOM OR TRADE USAGE AND THOSE WHICH MAY BE IMPLIED BY STATUTE.
THE WEBSITE MAY CONTAIN BUGS, ERRORS, PROBLEMS, VIRUSES AND OTHER LIMITATIONS. MDEX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY SUCH BUGS, ERRORS, PROBLEMS, VIRUSES OR OTHER LIMITATIONS.
17. Limitations of Liability
UNDER NO CIRCUMSTANCES WILL MDEX OR ANY OF ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OR ANY INJURY INCURRED OR SUFFERED BY YOU WHICH MAY ARISE IN CONNECTION WITH YOUR USE OF THE WEBSITE WHETHER OR NOT MDEX OR ANY OF ITS SUPPLIERS WAS TOLD OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR INJURY AND INCLUDING BUT NOT LIMITED TO THOSE RESULTING FROM DEFECTS IN THE WEBSITE.
IN ALL OTHER CIRCUMSTANCES, MDEX'S TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY, HOWEVER ARISING, WILL BE LIMITED TO $10.00 (CDN) OR THE FEES THAT YOU HAVE ACTUALLY PAID TO MDEX, WHICHEVER IS HIGHER. THIS LIMITATION WILL APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
You agree to indemnify and hold MDEX, its employees, officers, directors, agents and partners harmless from any and all claims and demands, including reasonable attorney fees, made by anyone due to or arising in connection with your use of the Website or your violation of this Agreement.
(a) Basis of Bargain
You agree and acknowledge: (i) that MDEX has set fees and the parties have entered into this Agreement in reliance on the warranty disclaimer, limitations of liability and indemnity provisions set forth herein; (ii) that the same reflect an agreed-to allocation of risk between the parties (including the risk that a remedy may fail its essential purpose and the risk of suffering indirect damages); and (iii) that the same forms an essential basis of the bargain between the parties. You agree and acknowledge that MDEX would not have been able to provide access to and use of the Website on an economic basis (taking into account the amounts charged, if any) without such allocations of risk. If you do not fully agree with the foregoing you may not access or use the website.
(b) No Agency
The parties are independent parties and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended nor created by this Agreement and neither party may state or imply anything to the contrary.
(c) No Waiver
MDEX's failure to insist upon or enforce strict compliance with any provision of this Agreement may not be construed as a waiver of any provision or right of the same or different type in the future.
(d) Entire Agreement
The terms and conditions set out in this Agreement constitute the entire terms and conditions with respect to the access and use of the Website and the relationship between the parties for the purposes of the same. No representative of MDEX is authorized to amend the terms of this Agreement other than as specifically provided for herein.
All captions and headings in this Agreement are for purposes of convenience only and do not affect the construction or interpretation of any of its provisions.
If any term or condition of this Agreement or the application thereof to any party or circumstance is held to be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such term or condition to a party or circumstance other than those to which it is held invalid or unenforceable will not be affected thereby and each remaining term or condition of this Agreement is valid and will be enforceable to the fullest extent permitted by law.
This Agreement may not be assigned by you. We may assign this Agreement and the Website, without your consent, in connection with a merger or acquisition or other restructuring or other sale or transfer.
(h) Rights and Remedies
The rights and remedies of a party hereunder are cumulative and no exercise or enforcement by a party of any right or remedy hereunder will preclude the exercise or enforcement by the party of any other right or remedy hereunder or which the party is otherwise entitled by law or equity.
(i) Governing Law
This Agreement, the relationship between you and MDEX and your use of the Website and any related services and the resolution of any dispute arising between the parties will be governed and construed in accordance with the laws of the Province of Alberta and those of Canada applicable therein, without reference to their conflict of laws.
You agree that any legal action or proceeding between you and MDEX which in any way concerns this Agreement or the use of the Website or the relationship between the parties in connection with the same will be brought exclusively in the courts of Alberta. Notwithstanding the foregoing, any party may apply to any court of competent jurisdiction for any equitable relief by way of restraining order, injunction, decree, specific performance, mandatory injunction or otherwise where damages could not adequately be compensated by monetary award and where the Courts of Alberta would not have adequate jurisdiction to grant an effective equitable remedy.
The rights and obligations under Your Suggestions, Title, Errors and Defects, Warranty Disclaimer, Limitations of Liability, Indemnity, Basis of Bargain, Attornment, Survival and Third Party Rights will survive the termination of this Agreement for whatever reason. Termination does not relieve any party of any liability accruing to the date of termination.
(l) Third Party Rights
This Agreement does not confer any third party beneficiary rights.
Any notice, direction or other communication given regarding the matters contemplated by this Agreement must be in writing and sent and addressed:
to MDEX by personal delivery, courier or facsimile at:
MDEX Solutions Inc.
Attention: Privacy Officer
5640 Henwood Street SW
Calgary, Alberta, T3E 6Z4
to you at the email address provided during the registration process.
A notice is deemed to be given and received by MDEX: (i) if sent by personal delivery or same day courier, on the date of delivery if it is business day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next business day; (ii) if sent by overnight courier, on the fifth business day following delivery of the notice to the courier; or (iii) if sent by e-mail, on the business day following the date of confirmation of transmission of the originating e-mail.
A notice is deemed to be given and received by you on the sending of the email. You will be deemed to have received the email even if it is undelivered. If your email address changes, you are responsible for updating your email address in your account settings. Further, you are responsible to ensure that your email account and email address are functioning at all times. You will bear all risks for failure to comply with the foregoing.
MDEX may change its address for service from time to time by providing a notice in accordance with the foregoing. You may change your address for service from time to time by updating your account information with your new email address. Any subsequent notice must be sent to the party at its changed address.