1. For convenience, certain terms used in this Agreement are listed in alphabetical order and defined or referred to in Article 15 of this Agreement.
2. YOUR OBLIGATIONS
(a) You agree to pay all amounts owing in accordance with Article 4 of this Agreement. You agree to comply with all the terms and conditions otherwise imposed on you by this Agreement.
(b) You are responsible for acquiring and maintaining all equipment and software necessary to connect to and make use of Sentex's Communications Service. Sentex specifically disclaims any liability or responsibility for the software provided to you by Sentex in order to assist you in connecting to and making use of Sentex's Communications Service. Unless specifically stated otherwise, all software provided by Sentex for the purpose of assisting you in connecting to and making use of Sentex's Communications Service is the property of third parties and you are required to accept and adhere to all required software licensing agreements related to such software before making use of any such software.
(c) You agree to be responsible for all use of and charges resulting from the use of Sentex's Communications Service, including, without limitation, use by minors living with you or under your responsibility, care or direction and unauthorized use prior to your notifying Sentex of such unauthorized use and taking steps to prevent its further occurrence. You agree that Sentex has no responsibility to censor or otherwise regulate information, files, content, data or other materials to or from minors living with you or under your responsibility, care or direction.
(d) You agree to promptly notify Sentex of any unauthorized use of your Sentex Account and to take such steps as are reasonably required to prevent its further occurrence. (e) You agree to use the Sentex Communications Service in a manner consistent with any and all applicable laws.
(f) Any access to any other communications network(s) through Sentex's Communications Service must comply with the rules applicable to that/those other communications network(s).
(g) You agree not to use the Sentex Communications Service: a) in a manner that adversely affects the availability of its resources to other customers; or b) to copy, communicate, publish, distribute, disseminate, circulate or sell, or possess or receive for the purpose of copying, communicating, publishing, distributing, disseminating, circulating or selling any data, information, content or any other material which infringes any copyright, trade-mark, patent, trade secret, or statutory, common law or proprietary rights of others, or which is obscene, libelous, threatening or harassing or which advocates or promotes genocide or incites hatred against any identifiable group.
(h) You agree that if Sentex becomes aware of any breach and/or alleged breach of your under obligations under Paragraphs 2(e), 2(f), 2(g) and/or 2(h) of this Agreement, Sentex may copy, delete, suppress and/or refuse to transmit, receive or store any data, information, content or other materials transmitted, received or stored by, to or through its computer and/or communications systems, or any part thereof, including, without limitation, Sentex's back-up materials, by you or anyone authorized by you or by anyone for whom you are responsible, including, without limitation, minors living with you or under your responsibility, care or direction and/or terminate this Agreement for cause.
(i) You agree not to use a non-commercial Sentex account for commercial activity without prior approval of Sentex Management.
3. REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
a) you are at least eighteen (18) years of age and that you possess the legal right to enter into this Agreement;
b) your entering into this Agreement does not violate any contractual obligations to which you are bound or any law to which you are subject.
(a) Each month's service fee (the “Monthly Service Fees") are payable in advance. All monthly services require pre-authorized payment via bank account or credit card. Your Sentex Account, once paid, is non-refundable.
(b) All charges are to be paid in Canadian currency and will be exclusive of all taxes, duties and/or other similar charges imposed by any governmental authority or agency.
(c) Sentex reserves the right to change prices or institute new charges for access to or for use of Sentex's Communications Service at any time upon not less than thirty (30) days' notice to customers. All changes will be posted by Sentex at Sentex's Internet Web Site, and you are responsible for reviewing pricing information to obtain timely notice of such changes. Your continued use of the Sentex's Communications Service or non-termination of this Agreement after changes are posted constitutes your acceptance of the prices as modified by the posted changes.
(a) At the expiration of your contract term, either you or Sentex may terminate your Sentex Account at any time, with or without cause, upon written notice. Sentex also reserves the right to terminate or suspend your Sentex Account without prior notice, but Sentex will confirm such termination or suspension by subsequent notice. Termination during the course of any month will not entitle you to any refund of any prepayments for that month.
(b) Sentex reserves the right to delete your personal files after either party terminates this Agreement.
(c) Sentex will not tolerate it users sending out Unsolicited Commercial Email (also known as SPAM) in any form. This will result in immediate termination.
6. NO WARRANTIES AND LIMITED LIABILITY
(a) Sentex's Communications Service is provided "as is" without any warranty of any kind, either expressed or implied including, but not limited to, implied warranties of merchantable quality, merchantability or fitness for a particular purpose. Sentex does not warrant that its services will meet your requirements, that it will operate in combination with software and/or services which you select for use, that the operation of Sentex's Communications Service will be uninterrupted and error free, that any errors will be corrected and/or that Sentex's Communications Service will meet any particular criteria of performance or quality.
(b) Sentex will not be responsible for any damage you suffer. This includes loss of data resulting from delays, non-deliveries or service interruptions caused by Sentex's negligence, your error or omissions or any communications difficulties outside of Sentex's control. Your use of Sentex's Communications Service is at your own risk. You assume full responsibility and risk of loss from your downloading and/or use of the files or other material obtained either directly or indirectly from Sentex. You agree that in no event shall Sentex be liable for any damages, including without limitation, direct, indirect, incidental, special or consequential damages, or damages for loss of profits or revenue incurred by you or any third party, whether in an action in contract or tort, even if Sentex has been advised of the possibility of such damages. Sentex does not guarantee the privacy of any data, information, content or other materials transmitted by, to or through its computer and/or communications systems, or any part thereof, including, without limitation, Sentex's back-up materials.
You agree to indemnify, defend and hold harmless Sentex for any damages, judgments or expenses and other liabilities resulting from any final determination that the data, information and/or content stored, received or transmitted, now or in the future, to, through or from, as the case may be, your Sentex Account infringes any trade-mark, trade secret, copyright, patent or third party intellectual property rights and from any damages, claims, suits or actions which may arise, now or in the future, as a result of your use of Sentex Communications Service.
Except as otherwise set forth in this Agreement, the parties' rights and obligations pursuant to Articles 3, 4, 6 and 7 shall survive any termination of this Agreement.
This Agreement supersede all previous representations, undertakings or agreements and shall prevail notwithstanding any variance with terms or conditions of any order submitted.
10. ENTIRE AGREEMENT
This Agreement shall constitute the entire agreement between the parties hereto with respect to all of the matters herein and this Agreement shall not be amended except by a memorandum in writing signed by all of the parties hereto, and any amendment hereof shall be null and void and shall not be binding upon any party which has not given its consent as aforesaid.
Sentex may waive any default by you in the observance or performance of any of your obligations. No act or omission of Sentex in respect of any default by you shall extend to or be taken in any manner whatsoever to affect any subsequent default by you or the rights of Sentex resulting therefrom.
You may not assign this Agreement or any part hereof without the prior written consent of Sentex.
13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the Federal laws of Canada applicable therein.
14. INDEPENDENT CONTRACTORS
The relationship of Sentex and you established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to place limitations on the ability of the parties to enter into commercial relationships with third parties.
Unless otherwise provided elsewhere in this Agreement, capitalized terms used in this Agreement shall have the following respective meanings when used herein (such meanings to be applicable to the singular and plural forms of the terms defined):
"Sentex" - shall mean Sentex Communications Corporation.
"Sentex Account" - shall mean the membership, computer, billing and service account created for you by Sentex in order to provide the Sentex Communications Service to you.
"Sentex Communications Service" - shall mean the services provided by Sentex