Membership Terms & Conditions|
These Terms of Service contain legal obligations. Please read them carefully before using this site.
Welcome to the Internet sites of www.numberpuzzles.com Inc. (NPI)
By using this site, or any of the products or services (collectively the "Services") available on this site,
you agree, without limitation or qualification, to be bound by these terms and conditions and such other additional or
alternative terms, conditions, rules and policies which are displayed or to which you may be directed in connection
with any Service, all as may be modified by NPI from time to time in its sole discretion
(collectively the "Terms and Conditions"). If you do not agree with these Terms and Conditions, you may not use
this site or any of the Services on this site.
Please note that we reserve the right, at our discretion, to change, modify, add, or remove portions of these
Terms and Conditions at any time. Please check periodically for changes. Your continued use of this site following
the posting of any changes to these Terms and Conditions will mean you accept those changes.
For information on how user information is collected, used and disclosed by NPI in connection with your use of this
REGISTRATION, ACCOUNTS and PASSWORDS
Certain of the Services and related features made available on this site may require registration or subscription.
Should you choose to register or subscribe for any such Services or related features,
you agree to provide accurate and current information about yourself as required by the relevant registration
or subscription process, and to promptly update such information as necessary to ensure that it is kept accurate
and complete. You agree to be responsible for: (a) maintaining the confidentiality of any passwords or other
account identifiers which you choose or are assigned as a result of any registration or subscription on this site,
and (b) all activities that occur under such password or account. Further, you agree to notify NPI of any
unauthorized use of your password or account. NPI shall not be responsible or liable, directly or indirectly,
in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to
comply with this Section.
RESTRICTIONS ON USE OF MATERIALS
All material, information and content (collectively "Content") available on this site,
including the manner in which such Content is presented, and the Services are: Copyright © www.numberpuzzles.com Inc.,
its affiliates and/or licensors. All rights reserved. Such Content is protected by Canadian, U.S. and worldwide
copyright laws and treaty provisions. NPI grants you a limited non-exclusive, non-transferable license to use and
display on your computer or other electronic access device, the Content and Services for your own personal and
non-commercial use only, provided that you do not modify the Content and that you maintain all copyright and
other proprietary notices. Except as provided herein, you agree not to reproduce, make derivative works of,
retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available any of the Content
obtained through this site or any of the Services, including without limitation, by caching, framing or similar means,
without the prior written consent of the respective copyright owner of such Content.
Any use of any trademarks appearing on this site or any of the Services without the express written consent of the
owner of the trademark is strictly prohibited.
In consideration of the availability, and your use, of this site or any of the Services,
you agree to comply with all applicable laws and these Terms and Conditions when using such NPI Site or Service.
You acknowledge that NPI may investigate any violations of law and may cooperate with law enforcement authorities
in prosecuting users in this regard. Additionally, you agree not to:
RESPONSIBILITY FOR MINORS
- post, transmit, link to, or otherwise distribute any materials, information or content constituting,
advocating or encouraging conduct that would constitute a criminal offense or give rise to civil liability,
or otherwise use this site or any of the Services in a manner which is contrary to law or would serve
to restrict or inhibit any other user from using or enjoying this site, any of the Services, or the Internet;
- post, transmit, link to, or otherwise distribute any inappropriate, profane, defamatory, infringing, obscene,
indecent or unlawful material or information;
- post, transmit, link to, or otherwise distribute any information, materials or content (including for greater
certainty, software) which contains a virus, cancelbot, trojan horse, worm or other harmful or disruptive component.
In cases where you have authorized a minor to use this site or any of the Services, you recognize that you are
fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor's access to and use of
this site or any of the Services; and (iii) the consequences of any misuse by the minor. You acknowledge that
some of the areas of this site may contain material that is inappropriate for minors.
FORUMS AND CONTENT SUBMISSIONS
By uploading materials to any chat board or forum available on this site (collectively "Forums") or otherwise
submitting any materials to us through any other content generating or submitting Service on this site,
you automatically grant (or warrant that the owner of such materials expressly grants) NPI a world-wide, perpetual,
royalty-free, irrevocable and nonexclusive right and license to use, copy, adapt, transmit, communicate,
publicly display and perform, distribute and create compilations and derivative works from such submitted materials,
for the limited purposes of publishing and promoting such materials in connection with the Forum or other Service through which the materials were submitted or generated, and for all promotions thereof. Such license shall apply with respect to any form, media, or technology now known or later developed. In addition, you warrant that all "moral rights" in such materials have been waived.
When participating in a Forum, never assume that people are who they say they are, know what they say they know,
or are affiliated with whom they say they are affiliated. NPI cannot be responsible for the content or accuracy
of any information, and will not be responsible for any reliance or decisions made based on such information.
When using a Forum, you may not post, transmit, link to, or otherwise distribute any information,
materials or content that do not generally pertain to the designated topic or theme of the particular Forum.
Use of a Forum for commercial purposes of any kind is strictly prohibited.
Please note that NPI reserves the right to refuse to post or to remove any information or materials,
in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of these
Terms and Conditions.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) THIS SITE AND ANY OF THE SERVICES ARE PROVIDED ON AN "AS IS"
AND "AS AVAILABLE" BASIS AND THAT NPI MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS (as used in this
section "WARRANTIES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND THAT ANY SUCH WARRANTIES ARE
HEREBY EXPRESSLY DISCLAIMED, AND (B) NPI SPECIFICALLY MAKES NO WARRANTIES THAT THIS SITE OR ANY OF THE SERVICES,
INCLUDING ANY CONTENT, INFORMATION, PRODUCTS OR SERVICES OBTAINED FROM OR THROUGH THE USE OF THIS SITE OR
ANY OF THE SERVICES, WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT SUCH
SERVICES OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
You acknowledge that NPI has no obligation to monitor this site or any content accessible through this site
or any of the Services. However, you agree that NPI has the right to monitor this site electronically from
time to time and to disclose any information as necessary to satisfy any law, regulation or other
governmental request, to operate this site or any of the Services properly, or to protect itself or its users
NPI reserves the right, in its sole discretion, to add to, remove, modify or otherwise change any part of these
Terms and Conditions, in whole or in part, at any time. Except as otherwise expressly contemplated herein,
changes will be effective when notice of such change is posted on this site. Please check these Terms and Conditions
regularly for updates by checking the date of "Last Update" at the top of this document.
If any change is not acceptable to you, you must discontinue your use of this site and any of the Services immediately.
Your continued use of this site or any of the Services after any such changes are posted will constitute
acceptance of those changes. Further, NPI reserves the right to change, modify, suspend or discontinue any
aspect of this site, Services or Content from time to time without notice or liability and for any reason whatsoever.
DOWNLOADS AND SHAREWARE
Certain NPI Sites allow you to download software applications or other forms of Content, including files,
images and/or data incorporated therein (collectively, the "Software"). The Software is made available to you by NPI
or third parties subject to the terms and conditions made available to you during the software installation process.
Additionally, you agree that the Software is licensed to you by NPI or third parties for your personal and
non-commercial use only provided that you do not modify the Software and that you maintain all copyright and other
proprietary notices and that NPI or the designated third parties retain full and complete title to the Software
and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer,
disassemble, or otherwise reduce the Software to a human-readable form.
You agree that it is your responsibility to review and evaluate the Software and the related terms and conditions,
and that all risk associated with the use of, or reliance on, the Software rests with you.
You further agree that NPI, including its suppliers, shall not be responsible or liable, directly or indirectly,
in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of,
or reliance on, the Software, including the failure of the Software to meet your needs, standards, expectations
CONTENT LINKED TO THIS SITE
Please exercise discretion while browsing the Internet. Please note that certain links on this site may take
you to other websites. NPI provides these links only as a convenience and not as an endorsement by NPI.
These linked sites are not necessarily under the control of NPI. If you decide to visit any linked site,
you do so at your own risk and it is your responsibility to take all protective measures to guard against
viruses and other destructive elements. NPI is not responsible for the content of any such linked sites or
any other web page which is not part of this site and under NPI's control. Unless otherwise expressly provided,
NPI makes no representation or warranty regarding, and does not endorse, any linked site or the information,
products or services appearing thereon. Accordingly, you agree that NPI will not be responsible or liable in any way
for the accuracy, relevancy, copyright compliance, legality, or decency of material contained in any site linked
from this site.
DEALINGS WITH THIRD PARTIES
You acknowledge and agree that your correspondence or business dealings with any third parties, including
any merchants or advertisers, found on, or through, this site or any of the Services, including payment for and
delivery of related goods and services, and all other terms, conditions, representations and warranties related
to such dealings, are solely as between you and such third parties. NPI assumes no responsibility whatsoever for
any charges you or any user of your account incurs when making purchases or other transactions in this manner.
Further, the responsibility for ensuring compliance with all applicable laws in connection with any such transactions
shall be your's alone. You agree that NPI shall not be responsible or liable in any way for any loss or damage of
any kind incurred as a result of, or in connection with, any such dealings or transactions.
SUBSCRIPTION/FEE BASED SERVICES Certain of the Services made available on this site may be offered by NPI on a
payment basis (a "Pay Service"). Pay Services may be offered by NPI on a prepaid usage basis or on a periodic
subscription ("Subscription") basis. Should you choose to purchase a Pay Service, you will be required to register
as described above, and you will be assigned an account for such Pay Service (the "Pay Service Account")
based on the information you provide as part of the registration process. You agree to pay all the fees applicable
for such Pay Service you incur through your Pay Service Account, including any fees associated with the use of such
Pay Service together with all applicable taxes (the "Fees"). Unless otherwise indicated on the relevant Pay Service
description page (the "Pay Service Description"), the Fees for a Pay Service purchased through your Pay Service
Account are chargeable immediately (and at the beginning of each renewal period for
periodic Subscription Pay Services) to the credit card you designated for the particular Pay Service Account or
through such other billing process as applicable. All Fees are non-refundable. NPI reserves the right to change
the amount of, or basis for determining, any Fees for a Pay Service, and to institute new Fees or terms at any time
effective upon notice to you, which notice may for certainty include the posting of any such changes on the relevant
pages related to the use of the Pay Service.
Please note that Subscription Pay Services renew automatically at the end of the relevant period as set out in the
applicable Pay Service Description and Fees in respect of each such renewal shall be based on the then current rate
for the particular Subscription Pay Service. You may terminate your subscription at any time, which termination will
only be effective at the end of your subscription period.
By registering for a Pay Service, you warrant that: (a) you are of the age of majority in the jurisdiction in which
you reside, (b) all information you submit is true and correct (including without limitation all
credit card information), and (c) you are the cardholder of the credit card you designated for your
Pay Service Account.
In consideration of the availability, and your use, of a Pay Service, you acknowledge and agree: (a) to these
Terms and Conditions, including without limitation the disclaimers, limitation of liability and provisions related to
prohibited conduct set out herein as well as any terms and conditions which may be set out in the relevant
Pay Service Description, (b) that you are solely responsible for all acts or omissions that occur through your
Pay Service Account, (c) that the Pay Service is for your personal, non-commercial use and you agree not to resell,
distribute, transfer, share or otherwise use any Pay Service, including any coupons or credits related to same for
any commercial purposes whatsoever, (d) that NPI reserves the right to specify an expiry date for the use of any
coupons or credits purchased in connection with any Pay Service, and (e) that NPI reserves the right to suspend or
terminate your Pay Service Account and your use of a Pay Service at any time, including without limitation, where
NPI has determined, in its sole discretion, that your use of the Pay Service is, or was, in breach of these
Terms and Conditions. Any such termination by NPI shall be in addition to and without prejudice to such rights
and remedies as may be available to NPI, including injunction and other equitable remedies.
Your ability to use the Pay Service is also subject to any limits established by NPI or by your credit card issuer.
If Fees cannot be charged to your credit card or your charge is returned for any reason, including chargeback,
NPI reserves the right to either suspend or terminate your Pay Service Account and your access to the Pay Service.
You agree to defend, indemnify and hold harmless each of NPI, its affiliates and licensors and each of their
respective officers, directors, employees and agents, including all third parties mentioned on this site, from and
against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees,
resulting from or related to: (a) your breach of any of these Terms and Conditions;
(b) your access to or use of this site, Services or Content; or
(c) your use or reliance on, or publication, communication or distribution of anything on or from this site or
through any of the Services. You shall use your best efforts to cooperate with us in the defense of any claim.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise
subject to indemnification by you.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL NPI, INCLUDING ITS AFFILIATES AND LICENSORS,
BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
EXEMPLARY DAMAGES, AND ANY DAMAGES FOR LOSS OF PROFITS, SAVINGS, GOODWILL OR OTHER INTANGIBLE LOSSES,
REGARDLESS OF WHETHER NPI HAD BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES,
ARISING OUT OF OR IN CONNECTION WITH:
(A) THE USE, INABILITY TO USE OR PERFORMANCE OF ANY OF THE SERVICES OF THIS SITE, OR
(B) ANY UNAUTHORIZED ACCESS TO OR MODIFICATION TO ANY OF YOUR CONTENT OR TRANSMISSIONS, OR
(C) ANY OTHER MATTER RELATING TO THIS SITE OR ANY OF THE SERVICES.
You expressly acknowledge that NPI has entered into this agreement, and has and will make this site, Content and
Services available to you in reliance upon the limitations and exclusions of liability and the disclaimers
set forth herein, and that the same form an essential basis of the bargain between you and NPI.
You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein
will survive, and continue to apply in the case of, a fundamental breach or breaches, the failure of essential
purpose of contract, the failure of any exclusive remedy or termination of this agreement.
GOVERNING LAW/JURISDICTIONAL ISSUES
All NPI Sites and Services are controlled, operated and administered by NPI from its offices within Canada.
NPI makes no representation or warranty that this site or any of the Services are appropriate or available for
use at any locations outside Canada. If you access this site from outside Canada, you are responsible for
compliance with all applicable laws. You may not export any of the Content accessible through this site in
violation of applicable export laws and regulations. These Terms and Conditions shall be interpreted, construed
and governed by the laws in force in the Province of Ontario, Canada, without reference to its conflict of laws
principles. Subject to the Arbitration and Actions paragraph below, each party hereby agrees to submit to the
jurisdiction of the courts of the Province of Ontario and to waive any objections based upon venue.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to these
Terms and Conditions.
You acknowledge and agree that NPI, in its sole and absolute discretion, may, without notice to you, suspend or
terminate your account or your use of, or access to, this site or any of the Services, and remove and discard any
information or content related to this site or any of the Services (and your use thereof), for any reason,
including where NPI believes that you have violated any of these Terms and Conditions.
You further agree that NPI shall not be liable to you or to any other person as a result of any such suspension
or termination. If you are dissatisfied with this site or any of the Services or with any terms, conditions, rules,
policies, guidelines, or practices of NPI in operating this site or any of the Services,
your sole and exclusive remedy is to discontinue using this site or any of the Services.
SUBMISSION OF IDEAS AND/OR SUGGESTIONS
NPI is always improving its website and Services and developing new features.
If you have ideas and/or suggestions regarding improvements or additions, we would like to hear them -
but any submission will be subject to these Terms and Conditions.
UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA AND/OR SUGGESTION OR RELATED MATERIAL TO NPI
BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION.
BY SUBMITTING THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL TO NPI, YOU ARE WAIVING ANY AND ALL RIGHTS
THAT YOU MAY HAVE IN THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL AND ARE REPRESENTING AND WARRANTING
TO NPI THAT THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE
HAS ANY RIGHTS IN THE IDEA AND/OR SUGGESTION OR ANY RELATED MATERIAL AND THAT NPI IS FREE TO IMPLEMENT THE IDEA
AND/OR SUGGESTION AND TO USE THE RELATED MATERIAL IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY NPI,
WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
This agreement is personal to you, and you may not assign your rights or obligations to anyone.
These Terms and Conditions constitute the entire agreement between NPI and you pertaining to your use of this site,
Services and Content and supercede any prior agreements between you and NPI with respect to the subject matter hereof.
NPI's failure to insist upon or enforce strict performance of any right or provision of these Terms and Conditions
shall not constitute or be construed as a waiver of any right or provision. If any of the provisions
(or parts thereof) contained in these Terms and Conditions are determined to be void, invalid or otherwise
unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions
(or parts thereof) contained herein. No changes to these Terms and Conditions shall be made except by a revised
posting on this page or except as otherwise expressly contemplated herein. The parties have required that these
Terms and Conditions and all documents relating thereto be drawn up in English.
Last Updated on May 1, 2005)