Terms Of Services
You agree that this agreement complies with the terms of any applicable electronic documents legislation, including the requirement that this agreement is in writing, and is capable of being retrieved, reviewed, printed and stored for further use.
b. “Applicable law” refers to the laws currently in force in the Province of Ontario, Canada which shall govern this agreement.
c. “Site” means this website, all related webpages, and all related websites operated by affiliates or divisions of DU, but does not include any third party websites which are linked to or may link from this website whether or not such third party websites are used in connection with the Services.
d. “Service” and “Services” refer to the online strategy formulation and action plan creation (or implementation plan creation) and other business–related services and Support offered through DU from time to time.
e. “Subscriber” refers to any person who maintains an account with us and utilizes our Services.
f. “Support” means free and paid technical support and assistance provided to users by DU and other third party contractors of DU from time to time.
g. “DU”, “we”, “us” shall refer to Doug’s Unlimited Inc. and all its affiliates and subsidiaries.
h. “Doug’s Unlimited Parties” includes DU, its affiliates, subsidiaries, partners, service providers, suppliers and contractors and each of their respective officers, directors, agents, and employees.
i. “DU Coaches” means the persons and entities who are licensed by DU to be listed on the Site as members of the DU Coaches Network in order to offer, for their own account, various technical support, and consulting services to DU users.
j. “DU Coaches Network” means the online community of DU Coaches listed on the Site from time to time.
k. “You” and “user” shall refer to any person who visits the Site or uses DU and includes a subscriber and its employees and agents.
You acknowledge that you must provide for your own access to the World Wide Web and pay all costs associated with such access and with the use of the Services, as well as procure all equipment that is necessary in order to access the World Wide Web and use the Services, including but not limited to a computer, a modem, a printer, and in some cases a mobile device, tablet computer or other equipment. You shall also be responsible for the maintenance of such equipment.
You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.
DU may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Services which include but not limited to the scope of service, time of service, or to the software/hardware required for access to the Services. DU may also limit the geographic locations or jurisdictions where certain Services may be available.
Without prejudice to the foregoing, should there be a failure of or error, omission, defect, deficiency, delay causing downtime, or inability of a subscriber to access the Services for any length of time, including as a result of the permanent termination of service, the subscriber acknowledges and agrees that, except as otherwise set out herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of DU or the Services whatsoever is to discontinue using DU and the Services.
The subscribers and the users shall be responsible for maintaining the confidentiality of their usernames and password, and the subscriber will be responsible for all activities performed under their passwords, as well as unauthorized use.
You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using DU or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You represent and warrant that you have obtained all required consents and comply with all applicable privacy legislation in connection with any use and disclosure of information relating to the use of DU and the Services. DU accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using DU or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable privacy legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
C. Conditions of Usage.
You agree to use DU and the Services for the purposes that they were intended and only in accordance with the terms of this agreement.
Furthermore, you are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release the DU Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. Y ou agree to indemnify the DU Parties for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.
D. Online Access to DU Coaches and Other Services.
If you use the DU Coaches Network or DU Coaches, you agree that you do so at your own risk. Unless expressly stated to the contrary, DU does not pre-qualify, review, or endorse DU Coaches and we provide no representation or warranty as to the background, reputation, character, qualifications, skills, work product, services, advice, recommendations or quality of the DU Coach. If you use a DU Coach, you acknowledge that you are doing so at your own risk and hereby agree to release and hold DU harmless from any Claims arising from your use of the DU Coach, as further set out in section I below. If you sign up to use our paid technical support service, you acknowledge and agree that such Services are offered to provide you technical support in relation to the navigation, set-up, configuration, training and use of DU. DU does not purport to provide you with any management consulting advice and you agree to release and hold DU harmless for and from any Claims (as defined below) arising from your use of a DU Coach to provide you with technical support in relation to DU, as further set out in section G below.
E. Copyrights, Trade-Marks and Intellectual Property.
DU and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, webpage designs, webpage layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using DU and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within DU constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data entered using DU by a user or otherwise provided for accessing DU on the user’s behalf shall at all material times remain the property of the user. The user hereby grants to DU a worldwide, perpetual, royalty free, non exclusive right and license to use all content provided by the user in connection with DU and the Services for uses related to the delivery of the Services.
Materials on and relating to DU, including the content of DU, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your user content and data, DU reserves all rights in and to such materials. The subscriber will not make store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of DU or any content therefrom without Doug’s Unlimited Inc. express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to DU.
Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screen shots) which you generate as a subscriber using the Services. Your use of screen shots is subject to the following:
a. No screen shot may be used from any beta version of DU unless it has been commercially released to the public;
b. the use is for illustrative purposes;
c. the use may not imply any endorsement or affiliation by or with DU;
d. the screen shot does not contain any commentary which may appear to have been attributable to us;
e. the screen shot does not contain any third party content; and
DU has rights to several trade-marks which it uses in connection with the operation of DU. DU does not grant the users any right or license to use the Doug’s Unlimited Inc. trade-marks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us.
F. Prohibited Use.
The users shall access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.
The users agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.
No user shall use any means to restrict or prevent another user from accessing or enjoying DU.
No user shall be permitted to upload material into DU that he or she ought to know infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our websites, systems and equipment. You may not use DU and the Services in a manner which could block access to, impair, damage or otherwise disable DU or any of our servers. You may not attempt to gain unauthorized access to the DU or to any other user’s accounts, computer systems or networks through password miming, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable laws.
No user shall lease, sell, pledge, sub-license, assign or otherwise deal with the software belonging to DU in a manner that is inconsistent with our intellectual property rights over the software.
No user shall promote any commercial interest, falsify or delete any information on DU, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize the DU under false pretenses.
G. Limitation of Liability.
THE SUBSCRIBERS AND THE USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE DU PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, NOR FOR ANY LOST PROFIT, ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A “CLAIM”) WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH
(I) THIS AGREEMENT;
(II) THE USE OF DU AND ITS SERVICES AND ANY RELATED THIRD PARTY SERVICES;
(III) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS;
(IV) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR
(V) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATING TO THE USE OF DU AND THE SERVICES; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.
FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, DU AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY CANADIAN DOLLARS ($50) AND (B) AMOUNTS YOU’VE PAID DU IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
(I) BE FIT OR SUITABLE FOR ANY SPECIFIC PURPOSE OR INTENDED USE;
(II) MEET THE USERS’ REQUIREMENTS AND EXPECTATIONS;
(III) BE UNINTERRUPTED, FLAWLESS, TIMELY, ACCURATE, RELIABLE, SECURE OR ERROR FREE, OR;
(IV) BE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT DU AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND YOU AGREE TO USE DU, THE SERVICES, ANY THIRD PARTY SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, AND FUNCTIONALITY RELATED TO DU AT YOUR OWN RISK. YOU AGREE TO DETERMINE THE SUITABILITY OF DU AND SERVICES FOR YOUR INTENDED USE AND AGREE TO VERIFY ALL RESULTS OBTAINED USING DU AND THE SERVICES.
H. Termination of Service.
DU may terminate this agreement and your use of DU at any time without notice if you breach any of these terms. Subscribers may use DU on an at-will basis until the agreement has been terminated by either party pursuant to the terms of this agreement or any related license agreement. The following are the ways in which the agreement between a subscriber and DU may be terminated.
a. You follow the Unsubscribe instructions found on your Account page.
b. We issue notice to any party to the effect that that party has in our reasonable judgment breached this agreement or any other agreement as between the parties and upon expiration of 7 days to remedy the breach and such party failing to do so.
c. In case of a company, upon an order or a resolution being passed for the purposes of winding up the business activities other than for the purposes of amalgamation, merger or reconstruction or upon a composition agreement being made with the creditors.
Upon such termination, you must immediately cease using DU indefinitely. We may at our option immediately block your access to DU.
I. Ownership and Disclosure of Information.
You own all of your business’s private data, content and all information which you enter and use in connection with the Services. You provide DU with an irrevocable license to use information which you have entered in an anonymous fashion in order to provide and enhance the Services. We do not claim any other rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Service. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:
a. For the purposes of fraud prevention and law enforcement;
b. To comply with any legal, governmental or regulatory requirement;
c. To our lawyers in connection with any legal proceedings; and
d. To comply with a court order.
J. Third Party Links and Content.
You may when using our Site and Services be directed to websites maintained by other third party service providers. Such sites are completely independent of DU and as we have no control over them, we accept no liability in respect of your use or inability to use them or any of the content of such sites. You acknowledge that any use of the products and services offered by such third party services providers will be at your sole risk. You acknowledge that use of such third party service providers and their websites is, except where prohibited or modified by applicable law, subject to the terms, conditions and policies established by the third party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any Claims (defined below) arising out of your use of the products and services of third party service providers whether or not such use is ancillary to your use of DU. The availability of such third party services in connection with DU does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third party provider or its products or services.
K. Authorization to Export Data.
L. Force Majeure.
Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
N. Governing Law and Dispute Resolution.
Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, tool, application or functionality, will be deemed to have been performed in Ontario, Canada. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the Province of Ontario, Canada.
You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.
O. Legal Status of Doug’s Unlimited Inc.
The websites www.dougsunlimited.com, and the names Doug’s Unlimited, are property of Doug’s Unlimited Inc. a company incorporated under the Ontario Business Corporations Act.
You and we expressly acknowledge and agree that this agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only. Il est convenu que cette convention et tous les annexes, documents, licences et politiques s’y rattachant soient rédigés en anglais.
R. Registration Information.
Subscribers and users are responsible for maintaining the confidentiality of their usernames, passwords and other access credentials which allow them use DU and access the Services.
S. Consumer Issues.
You acknowledge that you intend to use DU and the Services for business purposes and not for individual consumer, household or domestic purposes.
T. Digital Millennium Copyright Act.
Some of the content provided on DU from time to time may be contributed by users. You represent and warrant that any content or material provided to us does not breach the rights, including copyright, of others.
Procedure for Reporting Copyright Infringement Claims: If you believe your copyright in any work has been infringed and such work is accessible through DU, you may notify DU’s copyright agent pursuant to the Digital Millennium Copyright Act of 1998 (DMCA) for notice of claims of copyright infringement.
For your complaint to be valid under the DMCA, you must provide the following information when providing notice of the claimed copyright infringement, which DU may then forward to the alleged infringer:
a. identification of the copyrighted material that you believe has been infringed;
b. identification of the allegedly infringing material on DU, with sufficient detail to enable us to locate it on DU;
c. your address, telephone number and email address;
d. a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
e. a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
f. provide your or your agent’s physical or electronic signature.
You may provide this information in writing or by email notification to the following Designated Agent:
Doug’s Unlimited Inc.
37 Crescent Road,
Oakville, ON, L6K 1W3
Attention: Copyright Agent
Upon receiving your complaint, DU may remove content that you believe infringes your copyright.
Procedure for Counter-Notification: If material that you have posted to DU has been taken down, you may file a counter-notification by contacting DU’s copyright agent, who can be reached as listed above. The counter-notification must contain the following details:
a. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
b. A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;
c. Your name, address and telephone number;
d. A statement that, notwithstanding the choice of laws and venue otherwise set out herein, you consent for the purposes of this counter-notification and other proceedings under the DMCA to the jurisdiction of the Federal District Court for judicial district in which your address is located or, if your address is outside of the USA, for the jurisdiction of the Courts of the Province of Ontario in the City of Toronto, Canada, and that you will accept service of process from the person who submitted a notice in compliance with the section (c)(1)(C) of the DMCA, as generally described above; and
e. Your physical or electronic signature.
NOTE THAT YOU MAY BE HELD LIABLE FOR DAMAGES, COURT COSTS AND ATTORNEY’S FEES INCURRED BY US, BY A COPYRIGHT OWNER, OR BY A COPYRIGHT OWNER’S LICENSEE IF YOU PROVIDE ANY FALSE INFORMATION, OR MISREPRESENT YOURSELF AS THE RIGHTFUL OWNER OF COPYRIGHTED MATERIAL. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
This information should not be construed as legal advice. For further details on the information required for valid DMCA notifications, see 17 U.S.C. 512(c).