VisualWebTool Legal Notice

VisualWebTool Website Terms of Use

This document explains the terms and conditions for using the VisualWebTool ("VWT") Website (the "Terms of Use"). By using the VWT Website, you consent to these Terms of Use and any new version of such posted since your last visit.

These Terms of Use apply to any person or entity using and/or browsing the VWT Website ("User"). Each User must register separately. You may not disclose your user name and password to non-authorized individuals within your organization or to outside third parties. You may not use another Users user name and password without their explicit authorization.

If you do not agree to these Terms and Conditions of Use, please do not use this site. Please check the Terms and Conditions of Use periodically for changes. Your continued use of this site following the posting of any changes to the Terms and Conditions of Use constitutes acceptance of those changes.

Trademarks and Copyright

VisualWebTool® is a Registered Trademark of ESolDay Inc.

Visual Manufacturing® is a Registered Trademark of Infor.

All other trademarks are the property of their respective companies.

VisualWebTool Proprietary Rights

The VWT Website may contain information, data, software (including updates), images, video clips, music, links, logos and other material (collectively, the "Content") that are the copyright, trademark or other intellectual property of VWT, and/or its affiliates, subsidiaries, partners and/or third-party suppliers. The Content in the VWT Website is copyrighted individually and as a collective work. You will ensure that all copyright, trademark or other proprietary rights notices appearing on any Content remain intact and legible. All licenses are non-exclusive.

Reservation of Rights

VWT reserves all rights not specifically granted to you. This means permission to use the VWT Website and related intellectual property rights. Except as specifically authorized in these Terms of Use, you may not store, copy, reproduce, adapt, reformat, create derivative works of, transmit, disseminate, publicly display or perform any copyrighted material from this VWT Website. To the fullest extent permitted by law, you may not decompile, disassemble or otherwise reverse engineer any products and/or software obtained through the VWT Website.

Third Party Links and Advertisers

Content, goods or services may be offered by affiliates, partners and/or third parties through the VWT Website. These are offered as a convenience to you. VWT has no control over and does not endorse this content, goods or services. Third party providers may change, add or discontinue their content or offerings at any time without notice. They may impose additional or different conditions on your use of their content or services (please read any additional terms that may be posted by such providers). VWT disclaims all representations and warranties, whether express or implied, regarding content, goods or services that you obtain from third party providers. You will look solely to the third party provider for all claims regarding such matters.

System Security

VWT may offer secure web pages to collect certain kinds of information from Users and it may store certain kinds of sensitive information in encrypted form. The Company follows reasonable technical and management practices to help protect the confidentiality, security and integrity of data it collects. While no computer system is completely secure, the measures implemented by the Company Website help to reduce the likelihood of security problems to a level appropriate to the type of data involved.

Privacy Policy

The privacy policy (the "Privacy Policy") for the VWT Website is posted at the homepage. The terms of the Privacy Policy, and any future amendments to it, are hereby incorporated by reference in its entirety into these Terms of Use and subject to these terms. Third parties providing goods or services to you (including those advertising or providing links on the VWT Website) may have privacy policies or practices that differ from the Privacy Policy. Please check third-party privacy disclosures for details.

Warranties and Liabilities

WARRANTY DISCLAIMER: THE VWT WEBSITE (INCLUDING ALL INFORMATION, CONTENT, COMMUNICATIONS, FEATURES, PRODUCTS, SOFTWARE AND SERVICES) MAY INCLUDE INACCURACIES, ERRORS AND DEFECTS AND IS PROVIDED AS-IS AND AS-AVAILABLE WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, INCLUDING MERCHANTABILITY, QUALITY, INTEGRATION, ACCURACY, WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARE DISCLAIMED. THE COMPANY IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR DISRUPTION OF YOUR COMMUNICATIONS, CONTENT OR TRANSACTIONS ENTERED INTO WITH OR THROUGH THE COMPANY WEBSITE. THE COMPANY IS NOT RESPONSIBLE FOR ANY HARASSING, DEFAMATORY, ILLEGAL OR IMPROPER CONDUCT OR CONTENT OF THIRD PARTIES, OR FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THIRD PARTIES.

LIMITATION OF LIABILITY: IN NO EVENT IS VWT LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS, LOST PROFIT, LOST GOODWILL, LOST OR CORRUPTED DATA OR BUSINESS INTERRUPTION) EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY. THIS LIMITATION IS A MATERIAL CONDITION TO THESE TERMS OF USE, IS COMMERCIALLY REASONABLE AND HAS BEEN FACTORED INTO THESE TERMS OF USE AS A WHOLE. SOME PROVINCES, STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND IN THAT CASE THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.

INDEMNIFICATION: You agree to defend, indemnify and hold harmless VWT and its officers, directors, owners, agents, employees, advisers and consultants, from and against any claims, actions, demands, liability, damages (including legal and professional fees) asserted by any third party and arising from your use of the VWT Website, your conduct, content, communications, alleged infringement of third-party intellectual property or privacy rights, or violation of these Terms of Use.

PROTECTED PARTIES: THE WARRANTY DISCLAIMERS, LIABILITY LIMITS, INDEMNITIES AND RESERVATION OF RIGHTS CONTAINED IN THESE TERMS OF USE PROTECT THE OWNER OF THE VWT WEBSITE, THE COMPANY, ITS OFFICERS, DIRECTORS, OWNERS, AGENTS, CONSULTANTS, ADVISERS, EMPLOYEES, AFFILIATES, ADVERTISERS, DISTRIBUTORS, RESELLERS, SUPPLIERS, PUBLISHERS AND PROMOTERS.

General Provisions and Governing Law and Forum

This agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. No joint venture, partnership, employment, or agency relationship exists between you and VWT as a result of this agreement or use of this site and/or VWT services. VWT's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of VWT's right to comply with governmental, court and law enforcement requests or requirements relating to your use of this site, VWT services or information provided to or gathered by VWT with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between you and VWT with respect to this site and VWT services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and VWT with respect to this site and VWT services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express will of the parties that this agreement and all related documents have been drawn up in English.

Notice

All demands, notices, communications and reports required under these terms and conditions of use, including any notice of infringement of your copyright, shall be in writing and shall be personally delivered or sent by reputable overnight courier services (delivery charges prepaid) to VWT at the address specified below: Head Office: VisualWebTool North York Corporate Centre 4576 Yonge Street, Suite 400 Toronto, Ontario M2N 6N4 Telephone No.: 416-578-0176 Attention: Lead Corporate Counsel