Consumer Terms and Conditions
IF YOU ARE A DEALER PLEASE SEE DEALER TERMS AND CONDITIONS
1. GENERAL
Welcome to Microcel's website. Microcel Corp. (“Microcel”, “we”, “us”, “our”) provides products and services to you, subject to the notices, terms, and conditions set forth in this agreement and any other terms and conditions that may appear on the website from time to time, including but not limited to, for example, our privacy policy (the “Terms of Use”), and subject to your compliance with all applicable laws. Any person accessing or using the website or any associated webpages (collectively the “Site”) is referred to as “you”. Additionally, when you use any of our online services (such as customer reviews, blogs, etc.), you will be subject to these Terms of Use and any other rules, guidelines, policies, terms and conditions applicable to such online services. We reserve the right to change, modify, alter or otherwise update the Terms of Use applicable to this Site at any time without prior written notice and in its sole and absolute discretion. We will notify you of any such changes, modifications, alterations or updates to this Site simply by posting a notice on this Site. Your continued use of this Site following any such changes, modifications, alterations or updates, will constitute your acceptance of the new Terms of Use.
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SITE. YOUR ACCESSING, BROWSING OR OTHERWISE USING THIS SITE (INCLUDING YOUR PURCHASE OF PRODUCTS OR SERVICES USING THE SITE) CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THE TERMS OF USE IN EFFECT AT THE TIME YOU ACCESS THE SITE (INCLUDING THOSE TERMS AND CONDITIONS RELATING TO THE PURCHASE OF PRODUCTS OR SERVICES). IF YOU DO NOT AGREE WITH ANY OR ALL OF THE TERMS OF USE, PLEASE DO NOT USE THIS SITE.
Please print out a copy of these terms of use (and all other documentation relating to any transactions made using the site) for your records, as Microcel may, but cannot guarantee, that it will be able to provide you with copies of such documents on your written request.
We do not guarantee that the Site, or any of its content, will always be available or uninterrupted. Access to the Site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change any or all parts of the Site without notice. We will not be liable to you if, for any reason, our Site is unavailable at any time or for any period. We further reserve the right to refuse service, terminate accounts, and/or cancel orders at our discretion, including, without limitation, if we believe that your conduct violates applicable law or is harmful to our interests.
2. PRIVACY POLICY
Our privacy practices respecting the information we collect during your visit to this Site or in the context of a purchase transaction are explained in our Privacy Policy. The Privacy Policy forms part of the Terms of Use.
3. ORDERS; TERMS OF SALE
By placing an order with us, you are (i) offering to purchase a product, (ii) representing that you are at least the age of majority in your jurisdiction of residence or in the jurisdiction from which you access this Site, whichever is greater, (iii) representing that all information you provide to us in connection with such order is true and accurate, and (iv) representing that you are an authorized user of the payment method provided. If you are under the age of majority in the jurisdiction in which you reside or access this Site, your parent or guardian should use this Site on your behalf and you should not use the Site on your own or provide any personal information to us. We do not knowingly collect information from children under the age of 13.
When you submit your order by pressing the “Submit Order” button, describing among other things the product(s) to be ordered, the purchase price and any applicable charges, the order will constitute an offer from you to Microcel to purchase the product(s) described in the order confirmation, for the price and applicable charges set out in the order confirmation section.
Orders are not binding on Microcel until accepted by Microcel, and always subject to Microcel's right to modify or cancel your order (as set out below). Microcel's acceptance of your order will be evidenced by return e-mail from Microcel to your e-mail address indicating that your order has been accepted.
Please note that when you send us your order, we may verify certain items before the order is fulfilled, including, without limitation, your personal information, your payment information, your creditworthiness, or take other steps to detect or protect against fraud or theft.
The Terms of Use constitute a separate contract between you and Microcel for each purchase of a product, and any defect or deficiency in any one transaction shall not entitle you to cancel any transaction for the purchase of other product(s), whether ordered at the same time or not.
We reserve the right, in our sole discretion, to: (a) refuse any order you place with us; (b) correct any errors, inaccuracies or omissions (including but not limited to the price) with regard to the products or services offered; (c) change or update information in connection with any products or services offered; (d) limit or cancel quantities purchased per person, per household or per order (such restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address), and (e) modify or cancel your order, whether or not the order has been confirmed, each at any time without notice to you (including after you have submitted your order) and without liability to you. If we modify your order, we will attempt to give you prior notice of this and provide you with the opportunity to cancel the order in its entirety. If we cancel your order, we will attempt to notify you by contacting you via the contact information you provided at the time the order was made. We reserve the right to limit, reject, modify, or cancel orders that, in our sole judgment, appear to be placed by unauthorized parties, including re-sellers.
If your payment method has already been charged for an order that is later modified or cancelled, we shall issue you a refund in the amount of the incorrect price back to your original method of payment. We apologize for any inconvenience this may cause you.
Microcel accepts the following methods of payment on the Site: Visa, MasterCard. Authorized accounts only; Cheques. Any payments made by any credit card are subject to the approval of the financial institution that has issued the credit card. All charges will be billed to the payment method that you select during the checkout process. YOU ARE RESPONSIBLE FOR PAYING THESE AMOUNTS.
4. PRODUCT & PRICING INFORMATION
Products which are displayed on this Site and that may be purchased (“Products”) are available for sale and distribution to customers in Canada only. Although the Site is accessible worldwide, not all Products offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use outside Canada. Microcel reserves the right to limit, in its sole discretion, the provision and quantity of any Product to any person or geographic area. Any offer for any Product made on the Site is void where prohibited. If you choose to access the Site from outside Canada, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
Microcel attempts to be accurate in describing all Products available for sale; however, Microcel does not warrant that Product descriptions or other content of this Site are accurate, complete, reliable, current or error-free as they are updated regularly and change from time to time. Microcel is not responsible for typographical errors regarding the price or any other matter indicated nor can we guarantee that the user's monitor will accurately portray the actual colours of the Products. Your Product(s) and the packaging of your Product(s) may vary from that shown on images on the Site.
WARNING: Without limiting the generality of the previous paragraph, the Product descriptions provided by Microcel on the Site may not contain a complete list of ingredients. If you have allergies or sensitivities to specific ingredients, please let us know or contact the Product manufacturer directly BEFORE purchasing the Product.
The availability of certain Products may be limited and/or not be available for immediate delivery. Microcel may cease to make Product(s) available at any time without prior notice in its sole discretion. In the event that Microcel is unable to deliver a Product ordered, we will notify you via e-mail and your order will be either automatically cancelled if the Product is unavailable or contact you to allow you to maintain your order subject to a revised delivery time if and when the Product becomes available. All prices are subject to change.
THE SITE ALLOWS YOU THE OPTION TO HAVE PRODUCT PRICES DISPLAYED IN CANADIAN DOLLARS (CDN$). PLEASE NOTE THAT GIVEN FLUCTUATIONS IN CURRENCY EXCHANGE RATES, THE EXACT PRICE FOR A PRODUCT WILL BE AS SET OUT IN THE ORDER CONFIRMATION EMAIL.
Unless otherwise stated, all prices quoted do not include shipping and handling charges, applicable federal, provincial or other sales or any other taxes, dues, customs charges, import duties, or other fees of any kind (including without limitation any banking fees charged on international credit card payments). Separate charges for shipping and handling and taxes will be shown on the order confirmation for each order, as applicable. You are responsible for all sales tax, use tax, goods and services tax, harmonized sales tax, and any other taxes, charges, duties or other fees associated with the order which may be charged in your jurisdiction (“Taxes and Duties”).
5. GIFT CERTIFICATES; PROMOTIONS
Gift Certificates (also known as Gift Vouchers and Gift Voucher Codes)
Microcel electronic gift certificates may only be redeemed towards the purchase of Product(s) on the Site. Please treat your gift certificates like cash — Microcel is not responsible if a gift certificate is lost, stolen, destroyed or used without your permission. Gift certificates may not be reloaded, resold, transferred for value or redeemed for cash, except to the extent required by law. Gift certificates are not returnable, cancellable or exchangeable after purchase for cash, except in provinces where required by law. Using a gift certificate simply requires that the recipient input the code referenced on the gift certificate at the checkout page. You shall be responsible for protecting the confidentiality of your gift certificate code, and Microcel shall not be responsible for any unauthorized use of such code. Gift certificates do not expire and we do not charge any service fees for non-use. Gift certificates cannot be used to purchase other gift certificates and may not be combined with any discount coupon.
Discount Coupons (also known as Coupon Codes, Discount Codes, Promotional Coupons, Promotional Discounts, Price Reduction Coupon Codes)
In certain instances we may make available certain discounts or promotions available through discount coupons on the Site or through other forms of advertisement. These discount coupons may provide a price discount (e.g. 10% Product price reduction or $3 off) when you purchase Product(s) on the Site. Unless otherwise set out in the posted rules, conditions or other restrictions, discount coupons are subject to the following limitations (which may or may not be included in the promotion materials due to technical or space constraints):
Discount coupons advertised on this Site or in other advertisements are void in jurisdictions where prohibited;
Discount coupons are subject to any posted rules, conditions, or other restrictions applicable to such discount coupons, which may include, without limitation, expiry dates or other time limits, or applicability to only certain Products;
Discount coupons expire after seven (7) days;
Discount coupons may not be used to purchase gift certificates;
Discount coupons only apply to the price of the Product(s) and DO NOT apply to Taxes and Duties, shipping and handling charges, or any other such charges;
Discount coupons may not be applied retroactively to the purchase of Product(s) nor will rain-checks be issued for discount coupons;
Discount coupons may not be combined with other discount coupons, nor may they be used for Products already on sale, on special or discounted;
Discount coupons will only apply to eligible Products while quantities last; and
Our free shipping offer shall not apply unless your Product(s) purchase price sub-total, after applying the discount coupon code (and before Taxes and Duties), is above the free shipping offer threshold (see Shipping; Risk of Loss section below).
Microcel reserves the right to cancel or modify any discount coupons at any time without prior notice.
6. ACCOUNT SECURITY; CONSENT REGARDING ELECTRONIC DOCUMENTS
For any portion of the Site that requires a user name and/or password, you are responsible for all use of your account (under any user name or password), including purchases made using your account, and for ensuring that all use of your account complies fully with the provisions of these Terms of Use. You shall be responsible for protecting the confidentiality of your user name(s) or password(s), if any.
By using this Site you consent to the exchange of information and documents between you and Microcel over the Internet or by e-mail, and you agree that these Terms of Use, together with any applicable order confirmation(s) accepted by Microcel in electronic form shall be the equivalent of an original written paper agreement between you and Microcel. You further agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy legal requirements that such communications be in writing.
7. LINKS TO OTHER SITES
From time to time we may include links from our Site to sites that are owned by entities that are not affiliated with Microcel. Microcel does not operate or control the content of these third party sites. We also do not control the goods or services offered through these sites. When and if you access one of these sites through a link on the Site, you do so at your own risk. When you click on the link from our Site to the other site, you actually leave our Site. Microcel expressly disclaims any liability for any issues you may experience while you are visiting any other site(s).
8. SHIPPING; RISK OF LOSS
For Consumers:
Free Canada Domestic shipping on orders over $25.00! (after any discounts and before applicable taxes and shipping charges); some conditions may apply. This free shipping offer may not be combined with any other discounts or promotions.
For Dealers:
Free Canada Domestic shipping on orders over $200.00! (after any discounts and before applicable taxes and shipping charges); some conditions may apply. This free shipping offer may not be combined with any other discounts or promotions.
Conditions:
Due to high shipping costs to certain regions we cannot offer free shipping on:
1. Orders outside Canada.
2. Orders with ship to Canadian Territories (Northwest Territories, Yukon and Nunavut; and any postal codes including 0)
3. Shipping charges vary depending on the location, size and weight of package.
4. Please contact us to determine your shipping cost to the above destinations.
ESTIMATED DELIVERY TIMES FOR FREE SHIPPING OPTION:
Canada: 2-5 working days
USA: 4-12 working days
TRANSIT TIMES FOR OTHER SHIPPING METHODS AND DESTINATIONS:
Our automatic shipping rates calculator on your CART page will help you find the cost to ship your order. For estimated delivery times, click CHECKOUT and enter your full shipping address on the next page. Our shipping method calculator will give you a more complete breakdown of your available shipping options.
BUSINESS DAYS:
A business day is a regular work day in Ontario. Business days do not include weekends or Canadian or Ontario statutory holidays.
PROCESSING TIMES:
Orders received between Monday and Friday are usually processed within two business days. Orders are not processed on statutory holidays or weekends. Orders received on Saturday and Sunday are usually processed by 5PM on Monday.
Please Contact Us If Any Further Information Is Required!
We are not responsible for any errors you make in order's contents, delivery address entry or if you are not available to receive the order. Please review your order and contact us immediately if you find mistakes. In case your order gets returned to us due to your data entry error or your absence at the time of delivery, we can:
Issue a Refund: We will issue a refund if you choose to cancel your order after such an instance of non-delivery. We will deduct the original shipping fee from your refund, as well as any additional charges/penalties UPS (or other shipping carrier) applies for returning the package to us; or
Re-ship: In such cases, an additional fee will apply to reship your goods.
The risk of loss of any Product(s) ordered through this Site shall transfer to you upon delivery of the Product(s) to the shipping carrier. For example, and without limiting the generality of the foregoing, we have no control over and are not responsible for weather-related damages occurred during Product transit after shipping, such as, but not limited to, Product breakages due to freezing.
Please see our Shipping Policy for further details. The Shipping Policy forms part of the Terms of Use.
9. RETURNS; REFUNDS; WARRANTIES FOR DEFECTIVE PRODUCTS
Subject to the restrictions set out in the Terms of Use, we are happy to offer a full refund for unused Products. To be returned the Product has to be unused and unopened (in the original packaging). We cannot accept returns for opened Products or Products for which the packaging has been destroyed or damaged.
We offer a refund for the price of the purchased Product(s). Shipping and handling charges and Taxes and Duties on the shipping and handling charges are non-refundable.
You are responsible for returning the Product(s). We encourage you to send the return through a shipping method that provides insurance and a tracking number. We are not responsible for damaged or lost returned Product(s). In the case of lost or damaged returned Product(s), a refund will not be issued.
To return a Product that you purchased from the Site, contact us for a return merchandise request. If you send us a message via our Contact Us page, it should include:
Your full name
A valid email address
Your shipping address and telephone number
Your order number
A description of the Product(s) returned
We will issue a FULL REFUND to your credit card (or other payment method) for the price of any Product that you return and Taxes and Duties paid on the Product’s value (minus the shipping and handling charges and Taxes and Duties on the shipping and handling charges), IF we receive your Product return request WITHIN THIRTY (30) DAYS of the delivery date.
If we receive your Product return request after thirty (30) days from the delivery date, but WITHIN ONE (1) YEAR of the order date, we will issue a STORE CREDIT for the price of any Product that you return and Taxes and Duties paid on the Product’s value (minus the shipping and handling charges and Taxes and Duties on the shipping and handling charges).
WE DO NOT ACCEPT PRODUCT RETURN REQUESTS AFTER ONE (1) YEAR.
It can take up to ten (10) business days to process the return and refund. Please note that your financial institution could take up to seven (7) business days to reflect this transaction.
WE DO NOT OFFER EXCHANGES FOR RETURNED PRODUCTS.
All Product(s) purchased from Microcelare delivered via third party delivery companies, pursuant to a shipping contract. You shall become the owner of the Product(s) and assume the risks of loss from the time of delivery by Microcelof the Product(s) to the third party delivery company.
Please see our Return Policy for further details. The Return Policy forms part of the Terms of Use.
Please check your Product(s) promptly upon delivery. If you have purchased Product(s) and it appears that any of these Products upon delivery are damaged or otherwise show material or manufacturing defects, please contact us within two (2) years from your date of purchase via telephone or email to inform us of the details at info@microcel.com Please note that this warranty does not apply to fair wear and tear, wilful damage, abnormal storage, repairs, or improper or unreasonable use. If the Product(s) are defective, we will offer you, at our sole discretion, either a refund (including the purchase price, original shipping costs and any other costs you may incur in returning the defective product(s) to us), repair the defective product(s), or provide you with replacement product(s) at no cost to you.
10. PROHIBITED USES
By accessing and using this Site you agree to comply with all content and conduct standards set forth in these Terms of Use. By way of example, and not limitation, unless otherwise specifically permitted herein, you shall not:
reproduce, copy, distribute, display, frame, use, transfer, perform, sell, license, lease, transmit, create derivative works of or from, translate, modify, reverse-engineer, disassemble, decompile any information, products, services or Content (as defined herein) provided through or obtained from the Site, including, without limitation, engaging in the practice of “screen scraping” or any other similar activity, or otherwise exploiting this Site or any portion of it, unless expressly permitted by us in writing;
make any commercial use of any of the information provided on the Site or make any use of the Site for the benefit of another business unless explicitly permitted by us in advance in writing;
posting any information which is incomplete, false, inaccurate or not your own;
upload to, distribute, or otherwise publish through this Site any Content, information, or other material that (a) violates or infringes the copyrights, patents, trade-marks, service marks, trade secrets, or other proprietary rights of any person; (b) is libellous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under Canadian or international law; or (c) includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties;
hack into the Site, the server on which the Site is stored, or any server, computer or database connected to the Site, or attack the Site via a denial-of-service attack or a distributed denial-of service attack;
modify another website so as to falsely imply that it is associated or affiliated with the Site;
violate any applicable laws, rules or regulations in Canada or in your province of residency or the province from which you access the Site;
or
engage in conduct that would constitute a civil or criminal offense, giving rise to civil or criminal liability or otherwise violate any municipal, provincial, national or international law or regulation that would fail to comply with accepted Internet protocol.
11. COPYRIGHTS AND TRADE-MARKS
Unless otherwise noted, the Site, its features, functionality, and all materials, including, but not limited to, images, text, graphics, logos, descriptions, data, illustrations, designs, icons, photographs, video clips, audio clips, sounds, files, trade-marks, trade dress, software, specifications, advertisements, titles, names, User Generated Content (as defined below), and any other materials that appear as part of or on the Site (collectively, the "Content"), are protected by copyright, trade dress, and/or trade-mark laws of Canada and other jurisdictions, and all worldwide rights, title and interest in and to the Site and Content are owned controlled, and/or licensed by Microcel.
Please note that certain trade-marks, product names, company names, logos, service marks or material displayed on the Site may be owned by third parties, and you understand that you are not authorized to display or use such without the prior written permission of the relevant third party.
Microcel and all related names, logos, product and service names, designs and slogans are trade-marks of Microcel Corp. or its licensors. Such marks cannot be used without the prior written permission of Microcel. You may also not use any meta tags or any other “hidden text” utilizing Microcel's trade-marks or related names or slogans.
Subject to the Terms of Use, we hereby grant you a limited, personal, revocable, non-transferable and non-exclusive license to view and use this Site and its Content, but only while accessing the Site, and only for the purpose of accessing Product information for your personal review, shopping for and/or purchasing personal items sold on the Site, and not for any commercial use or for any third party, except where explicitly permitted by us in advance in writing.
No right, title or interest in or to any downloaded materials or software is transferred to you as a result of any such downloading or copying. Except as otherwise provided herein, nothing in these Terms of Use shall be construed as conferring, in any way whatsoever, any license or right including but not limited to copyright, patent, trade-mark or other intellectual property or right of Microcelor any other person or entity. All rights not expressly granted in these Terms of Use are reserved to Microcel.
Notwithstanding the foregoing, Microcel authorizes you to make one electronic or paper copy of the information posted on any page of this site provided that the copy is used solely for personal and non-commercial purposes and provided that in each and every case such copy remains protected by all copyright, trade-mark, service mark and other proprietary notices and legends contained on the Site. The foregoing license contained in this paragraph does not include: (i) any resale of this Site, Content or any other materials contained herein, (ii) any collection of product listings, descriptions or prices, (iii) any other derivative use of this Site, Content or other materials contained herein, (iv) any downloading of copying of information for the benefit of any merchant, or (v) any use of data mining, robots, or similar data gathering and extraction tools.
The Content may contain omissions, errors, or may be out of date. The Content is provided for informational purposes only and Microcelis under no obligation to keep the Content updated. Microcelmay, in its sole discretion, change, delete, update, modify or otherwise alter the Content at any time without providing notice to you.
Any use of the Site in violation of these Terms of Use may result in termination or suspension of your permission to use the Site, and an immediate revocation of any license(s) granted in these Terms of Use without notice to you.
12. USER GENERATED CONTENT
“User Generated Content” means Comments (as defined below), messages (including e-mail), data, information, text, music, sounds, photos, graphics, images, designs, icons, video or audio clips, files, or other material or content; (ii) “Comments” means comments, feedback, suggestions, reviews, ideas, proposals and questions; and (iii) “Interactive Areas” means reviews, forums, blogs, chat areas, bulletin boards or other interactive areas in which you or other Site users may post Comments, content, messages, materials or other items on the Site or any other Microcelsites including any Microcelpages on social networking sites and web pages such as Facebook or Twitter.
General
By posting, distributing, sending or displaying User Generated Content to the Site, you:
(1) hereby grant to Microcela non-exclusive, royalty-free, perpetual, transferable, irrevocable, fully paid-up, worldwide, and sublicenseable right to use, copy, reproduce, modify, adapt, translate, distribute, transmit, publish, download, post, lease, create derivative works of, display, perform, and otherwise disclose or incorporate into other works, the User Generated Content for any purpose to the extent permissible by applicable law;
(2) grant Microcelthe right to use your name in connection with such User Generated Content, subject to Microcel’s Privacy Policy;
(3) represent and warrant that:
(a) you own and control all of the ownership rights to the User Generated Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute such User Generated Content on or through this Site;
(b) such User Generated Content is true, accurate, complete, and not misleading and does not infringe or otherwise violate or breach any applicable laws or regulations; and
(c) the usage, publication and posting of such User Generated Content does not violate these Terms of Use and will not and could not violate any rights of, or cause or could cause injury to, any third person or entity;(4) further grant Microcelthe right to pursue before any appropriate forum any person or entity that violates Microcel's or your rights under any applicable law in the User Generated Content.
User Generated Content submitted by you is deemed non-confidential and Microcelis under no obligation to treat such User Generated Content as proprietary information. Without limiting the foregoing, Microcelreserves the right to use the User Generated Content as it deems appropriate, including, without limitation, deleting, rejecting, or refusing to post it. Microcelis under no obligation to offer you any payment for User Generated Content or to attribute authorship of User Generated Content to you. If, nonetheless, under any applicable law, it is determined that you retain moral rights in the User Generated Content which you have posted to the Website, you hereby agree that:
you won't require that any personally identifying information be used in connection with the User Generated Content;
you won't oppose the publication, use, modification or deletion of the User Generated Content by Microcel; and
you waive and will not claim or assert any entitlement to any moral rights in any of the User Generated Content, to the extent permissible under applicable law.
Interactive Areas
This Site may contain Interactive Areas. If Microcelprovides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and you use them at your own risk. By way of example, and not as a limitation, you agree that when using any of the Interactive Areas, you will not post, upload, transmit, distribute, store, create or otherwise publish any of the following:
any content, information or material that is incomplete, false, inaccurate or not your own;
any content, information or material that (a) violates or infringes the copyrights, patents, trade-marks, service marks, trade secrets, or other proprietary rights of any person; (b) is libelous, threatening, defamatory, obscene, indecent, pornographic, sexually explicit, violent, derogatory, unlawful, slanderous, indecent, lewd, harassing, threatening, an invasion of the privacy or publicity rights of a third party, abusive, inflammatory, fraudulent or otherwise objectionable or could give rise to any civil or criminal liability under Canadian or international law; or (c) includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties;
any content, information or material that violates any applicable laws, rules or regulations in Canada or in any other jurisdiction;
any content, information or material that advertises or links to other commercial websites;
names, postal addresses, telephone or telecopy numbers, email addresses, driver licenses, Social Insurance No., national identity, passport and/or credit card numbers or other personally identifiable information of any third party;
viruses, corrupted data or other harmful, disruptive or destructive files;
any content, information or material that is unrelated to the topic of the Interactive Areas in which such material is posted;
any content, information or material that communicates messages inconsistent with the goodwill of Microcelor which otherwise violates these Terms of Use; or
any content, information or material that, in the sole judgment of Microcel, is objectionable or which may expose Microcel, you or other Site users to any harm, prejudice or liability.
To the extent possible under applicable law, Microceltakes no responsibility and assumes no liability for any User Generated Content posted, published, displayed or uploaded by you, or for any loss or damage thereto, nor is Microcelliable for any errors, mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, profanity or racial or gender slurs you may encounter or any other type of content posted, published, displayed or uploaded by third parties in violation of these Terms of Use. As a simple provider of the Interactive Areas, to the extent permissible by applicable law, Microcelis not and shall not be liable for any statements, representations or User Generated Content provided by its users on this Site. Microcelhas no legal or contractual obligation to screen, edit or monitor any of the User Generated Content posted, published, displayed or uploaded to or through any Interactive Area and makes no claim that it will do so. However, Microcelreserves the option and right, at its sole discretion, to remove or modify any User Generated Content posted or stored on this Site without any prior notice of any type whatsoever and for any reason whatsoever.
Comments
Ownership of the content and form of all Comments posted, published, displayed or uploaded on or to the Website shall automatically be transferred to Microceland shall become the sole and exclusive property of Microceland shall not be returned to you. Microcelis and shall be under no obligation:
to pay any compensation for any Comments;
to attribute any Comments to you; or
to respond to any Comments.
Microceldoes not wish to receive Comments from you that are or may be confidential, secret or proprietary information. Therefore, you acknowledge and agree that any Comments that you provide to Microcelare not or will not, save as may be required under applicable law(s) or pursuant to Microcel’ privacy policy, violate any third party rights, including, but not limited to, copyright, trade-mark, privacy, publicity or other personal or proprietary right(s).
13. SURVEILLANCE
Microcel may monitor the access to its Site and other activities in relation to its Site for quality control or any other purpose and may intervene in this regard. You consent to such surveillance and intervention should Microcel elect to do so.
14. EXCLUSION AND DISCLAIMER OF WARRANTIES
For the purposes of this Section, "Microcel" shall include Microcel's respective director, officers, employees, agents, mandataries, and any third party suppliers or contractors.
THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THESE TERMS OF USE. THE FOLLOWING EXCLUSIONS ARE IN ADDITION TO ANY SPECIFIC EXCLUSION OTHERWISE PROVIDED HEREIN. Microcel MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE FUNCTIONALITY, GOOD WORKING ORDER OR CONDITION OF THIS SITE, ITS SUITABILITY FOR USE, OR THAT IT'S USE, OR ANY INFORMATION OR MATERIAL, ACCESSED FROM OR THROUGH THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE. Microcel DOES NOT REPRESENT, WARRANT OR UNDERTAKE THAT ANY ERRORS ON OR RELATING TO THIS SITE MAY OR WILL BE CORRECTED OR THAT ANY SERVER FROM WHICH THE SITE IS OPERATED IS OR WILL BE FREE FROM VIRUSES OR ANY OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THIS SITE AND ALL PRODUCTS, SERVICES, CONTENT AND INFORMATION PROVIDED OR PURCHASED THROUGH OR ON THIS SITE ARE PROVIDED TO YOU ON AN "AS IS", "WITH ALL FAULTS" BASIS AND MicrocelDOES NOT MAKE ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION: i. WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE TRANSACTIONS, PRIVACY, OR SECURITY, ii. ACCURACY, ADEQUACY OR COMPLETENESS OF THE INFORMATION HEREIN; OR iii. THE MERCHANTABILITY, QUALITY, TITLE, DURABILITY, SUITABILITY, NON- INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSES, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
15. LIMITATION OF LIABILITY
MICROCEL WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO THE FOLLOWING: ANY LOSS OF DATA, LOST PROFITS, LOST SAVINGS, LOSS OF GOODWILL, LOST BUSINESS, LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE, INCLUDING WITHOUT LIMITATION THE CONTENT, MATERIALS OR INFORMATION PROVIDED THROUGH THIS SITE LINKS WITH OTHER WEBSITES OR SOCIAL MEDIA, THE PRODUCTS, SERVICES OR THE TRANSACTIONS CONDUCTED ON OR FROM THIS SITE OR ANY OTHER MICROCEL WEBSITE OR SOCIAL MEDIA, EVEN IF MICROCEL OR ANY OF ITS LAWFUL AGENTS, CONTRACTORS, EMPLOYEES OR MANDATORIES HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM.
WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL MICROCEL BE LIABLE FOR: DAMAGES OR LOSSES RESULTING FROM VIRUSES INCLUDING COMPUTER OR WEB BASED VIRUSES, DATA CORRUPTION, FAILED MESSAGES, DAMAGES ARISING AS A RESULT OF SAME OR TRANSMISSION ERRORS OR PROBLEMS, TELECOMMUNICATIONS SERVICE PROVIDERS, MICROCEL'S CONTRACTORS, THE INTERNET BACKBONE, THIRD-PARTY SUPPLIERS OF PRODUCTS OR SERVICES, DAMAGES OR LOSSES CAUSED BY THE YOU, OR ANY OTHER EVENTS BEYOND THE REASONABLE CONTROL OF MICROCEL.
IF, NOTWITHSTANDING THE LIMITATIONS NOTED HEREIN, MICROCEL IS FOUND TO BE LIABLE FOR ANY DAMAGE(S) OR LOSS IN CONNECTION WITH THIS SITE, IN NO CASE SHALL MICROCEL'S TOTAL LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, BE FOR MORE THAN THE AMOUNT PAID BY YOU FOR THE SPECIFIC PRODUCT(S) ORDERED UNDER THESE TERMS OF USE AND TO WHICH THE CLAIM RELATES.
IF YOU ARE DISSATISFIED WITH THESE TERMS OF USE OR THIS SITE, YOUR SOLE AND UNIQUE REMEDY IS TO DISCONTINUE USING AND ACCESSING THIS SITE.
16. BINDING EFFECT
The Terms of Use shall inure to the benefit of and are binding upon the parties hereto and their respective successors and assigns.
17. GOVERNING LAW
This Site is controlled, owned and operated by Microcel Corp. located in Toronto, Ontario, Canada and the Terms of Use, this Site, any use of this Site and any transaction conducted on or from it shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein without reference to principles of conflict of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
18. DISPUTE RESOLUTION
You acknowledge and agree that any dispute that may arise with Microcel in respect of these Terms of Use and the transactions contemplated herein shall be resolved by the Provincial and Federal Courts and Tribunals sitting in the city of Toronto, in the province of Ontario and you hereby irrevocably submit to the personal and exclusive jurisdiction and venue of these Courts.
19. SEVERABILITY
If any one of these Terms of Use shall be deemed invalid, void, or for any reason unenforceable, then such terms shall be deemed severable from the remaining Terms of Use and shall not affect the validity and enforceability of any remaining Terms of Use.
20. JURISDICTION
Microcel makes no representation that content, materials, information or Products provided on or through this Site are appropriate or available for use in other locations or jurisdictions. Those who choose to access this Site from other locations or jurisdictions do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
21. NO WAIVER
Microcel's failure to enforce any provision(s) of these Terms of Use or to respond to a breach by you or any third party of these Terms of Use shall not in any way waive the right of Microcel to subsequently enforce any of the Terms of Use contained herein or to act with respect to other similar or future breaches.
22. ENTIRE AGREEMENT
The Terms of Use, together with all other agreements, terms or conditions incorporated or referred to herein constitute the entire agreement between you and Microcel with respect to the use of this Site and any transaction conducted on or from this Site and its contents, supersede any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter hereof, and may not be amended or modified except in writing, or by Microcel making such amendments or modifications available to it pursuant to the Terms of Use hereof.
23. NO ASSIGNMENT
You may not assign your rights or obligations herein without the express written consent of Microcel.
24. HEADINGS
The headings used herein are inserted for purely for the purposes of convenience or reference and do not affect the construction or interpretation of the Terms of Use herein.
25. ENGLISH LANGUAGE
You expressly agree that these Terms of Use and all ancillary documents be drafted solely in English; vous consentez expressément à ce que ces termes d’usage et tous les documents y afférents soient rédigées en anglais seulement.