Last modified: July 15, 2016

1. Your relationship with JL Henderson
 
1.1
Your use of JL Henderson's products, software, services and web sites (referred to collectively as the "Services" in this document and excluding any services provided to you by JL Henderson under a separate written agreement) is subject to the terms of a legal agreement between you and JL Henderson. This document explains how the agreement is made up, and sets out some of the terms of that agreement.

1.2
Unless otherwise agreed in writing with JL Henderson, your agreement with JL Henderson will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms".

1.3
Your agreement with JL Henderson will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the "Additional Terms". Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.

1.4
The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and JL Henderson in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms".

1.5
If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.

2. Accepting the Terms
 
2.1
In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 By actually using the Services, you understand and agree that JL Henderson will treat your use of the Services as acceptance of the Terms from that point onwards.

2.3
You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with JL Henderson, or (b) you are a person barred from receiving the Services under the laws of Canada or other countries including the country in which you are resident or from which you use the Services.

2.4
Before you continue, you should print off or save a local copy of the Universal Terms for your records.
 
3. Provision of the Services by JL Henderson
 
3.1
JL Henderson has subsidiaries and affiliated legal entities around the world ("Subsidiaries and Affiliates"). Sometimes, these companies will be providing the Services to you on behalf of JL Henderson itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

3.2
JL Henderson is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which JL Henderson provides may change from time to time without prior notice to you.

3.3
As part of this continuing innovation, you acknowledge and agree that JL Henderson may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at JL Henderson's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform JL Henderson when you stop using the Services.

3.4
You acknowledge and agree that if JL Henderson disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
 
4. Use of the Services by you
 
4.1
In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to JL Henderson will always be accurate, correct and up to date.

4.2
You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

4.3
You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by JL Henderson, unless you have been specifically allowed to do so in a separate agreement with JL Henderson. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.

4.4
You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

4.5
Unless you have been specifically permitted to do so in a separate agreement with JL Henderson, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

4.6
You agree that you are solely responsible for (and that JL Henderson has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which JL Henderson may suffer) of any such breach.
 
5. Your passwords and account security
 
5.1
You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

5.2
Accordingly, you agree that you will be solely responsible to JL Henderson for all activities that occur under your account.

5.3
If you become aware of any unauthorized use of your password or of your account, you agree to notify JL Henderson immediately.

6. Privacy and your personal information
 
6.1
For information about JL Henderson's data protection practices, please read JL Henderson's privacy policy. This policy explains how JL Henderson treats your personal information, and protects your privacy, when you use the Services.

6.2
You agree to the use of your data in accordance with JL Henderson's privacy policies.

7. Proprietary rights
 
7.1
You acknowledge and agree that JL Henderson (or JL Henderson's licensers) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by JL Henderson and that you shall not disclose such information without JL Henderson's prior written consent.

7.2
Unless you have agreed otherwise in writing with JL Henderson, nothing in the Terms gives you a right to use any of JL Henderson's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.

7.3
If you have been given an explicit right to use any of these brand features in a separate written agreement with JL Henderson, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and JL Henderson's brand feature use guidelines as updated from time to time.

7.4
Other than the limited license set forth in Section 11, JL Henderson acknowledges and agrees that it obtains no right, title or interest from you (or your licensers) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with JL Henderson, you agree that you are responsible for protecting and enforcing those rights and that JL Henderson has no obligation to do so on your behalf.

7.5
You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

7.6
Unless you have been expressly authorized to do so in writing by JL Henderson, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

8. License from JL Henderson
 
8.1
JL Henderson gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by JL Henderson as part of the Services as provided to you by JL Henderson (referred to as the "Software" below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by JL Henderson, in the manner permitted by the Terms.

8.2
You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, de-compile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by JL Henderson, in writing.

8.3
Unless JL Henderson has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

9. Content license from you
 
9.1
You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give JL Henderson a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. This license is for the sole purpose of enabling JL Henderson to display, distribute and promote the Services and may be revoked for certain Services as defined in the Additional Terms of those Services.

9.2
You agree that this license includes a right for JL Henderson to make such Content available to other companies, organizations or individuals with whom JL Henderson has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services.

9.3
You understand that JL Henderson, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit JL Henderson to take these actions.

9.4
You confirm and warrant to JL Henderson that you have all the rights, power and authority necessary to grant the above license.

10. Software updates
 
10.1
The Software which you use may automatically download and install updates from time to time from JL Henderson. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit JL Henderson to deliver these to you) as part of your use of the Services.

11. Ending your relationship with JL Henderson
 
11.1
The Terms will continue to apply until terminated by either you or JL Henderson as set out below.

11.2
If you want to terminate your legal agreement with JL Henderson, you may do so by (a) notifying JL Henderson at any time and (b) closing your accounts for all of the Services which you use, where JL Henderson has made this option available to you. Your notice should be sent, in writing, to JL Henderson's address which is set out at the beginning of these Terms.

11.3
JL Henderson may at any time, terminate its legal agreement with you if:

(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

(B) JL Henderson is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

(C) the partner with whom JL Henderson offered the Services to you has terminated its relationship with JL Henderson or ceased to offer the Services to you; or

(D) JL Henderson is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

(E) the provision of the Services to you by JL Henderson is, in JL Henderson's opinion, no longer commercially viable.

11.4
Nothing in this Section shall affect JL Henderson's rights regarding provision of Services under Section 4 of the Terms.

11.5
When these Terms come to an end, all of the legal rights, obligations and liabilities that you and JL Henderson have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation.

12. Exclusion of Warranties
 
12.1
Nothing in these terms, including sections 12 and 13, shall exclude or limit JL Henderson's warranty or liability for losses which may not be lawfully excluded or limited by Applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.

12.2
You expressly understand and agree that your use of the services is at your sole risk and that the services are provided "as is" and "as available."

12.3
In particular, JL Henderson, its subsidiaries and affiliates, and its licensers do not represent or warrant to you that:

(A) Your use of the services will meet your requirements,

(B) Your use of the services will be uninterrupted, timely, secure or free from error,

(C) Any information obtained by you as a result of your use of the services will be accurate or reliable, and

(D) That defects in the operation or functionality of any software provided to you as part of the services will be corrected.

12.4
Any material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other devise or loss of data that resultS from the download of any such material.

12.5
No advice or information, whether oral or written, obtained by you from JL Henderson or through or from the services shall create any warranty not expressly stated in the terms.

12.6
JL Henderson further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

13. Limitation of Liability
 
13.1
Subject to overall provision in paragraph 14.1 above, you expressly understand and agree that JL Henderson, its subsidiaries and affiliates, and its licensers shall not be liable to you for:

(A) Any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability.. this shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss;

(B) Any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:

(I) Any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the services;

(II) Any changes which JL Henderson may make to the services, or for any permanent or temporary cessation in the provision of the services (or any features within the services);

(III) The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the services;

(III) Your failure to provide JL Henderson with accurate account information;

(IV) Your failure to keep your password or account details secure and confidential;

13.2
the limitations on JL Henderson's liability to you in paragraph 15.1 above shall apply whether or not JL Henderson has been advised of or should have been aware of the possibility of any such losses arising.

14. Copyright and trade mark policies
 
14.1
It is JL Henderson's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.

14.2
JL Henderson operates a trade mark complaints procedure in respect of JL Henderson's advertising business.

15. Changes to the Terms
 
15.1
JL Henderson may make changes to the Universal Terms or Additional Terms from time to time.

15.2
You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, JL Henderson will treat your use as acceptance of the updated Universal Terms or Additional Terms.
 
16. General legal terms
 
16.1
The Terms constitute the whole legal agreement between you and JL Henderson and govern your use of the Services (but excluding any services which JL Henderson may provide to you under a separate written agreement), and completely replace any prior agreements between you and JL Henderson in relation to the Services.
 
16.2
You agree that if JL Henderson does not exercise or enforce any legal right or remedy which is contained in the Terms (or which JL Henderson has the benefit of under any applicable law), this will not be taken to be a formal waiver of JL Henderson's rights and that those rights or remedies will still be available to JL Henderson.
 
16.3
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

If you have any additional questions or concerns about this Policy, please feel free to contact us through our website or write to us at JL Henderson, 6880 Arkona Road, Arkona, ON, N0M 1B0.