SUPPLY CHAIN SERVICES
The effective date of the Gateway Supply Chain Services Terms is May 12th, 2017
Welcome to the Gateway Supply Chain Services (“Gateway”) Portal website located at www.gatewaysupplychain.com (the "Site"). By (i) creating an Account (as defined below) and accessing this Site you signify your acceptance of and agreement to be bound by these Gateway Supply Chain Services Terms (the “Gateway Terms”) when accessing and using the Site and (ii) purchasing supply chain products and services (including, without limitation, warehousing and delivery services) from Gateway (the “Services”) you agree to be bound by and accept these Gateway Terms as a condition of your purchase and Gateway’s sale of such Services. PLEASE READ THE GATEWAY TERMS THOROUGHLY AND CAREFULLY. IF YOU DO NOT AGREE WITH ANY PART OF THE GATEWAY TERMS, YOU MUST NOT USE THIS SITE.
All references to "you" or "your," as applicable, mean the person that accesses, uses, and/or participates in the Site in any manner, and the company the person represents (including any successors and assigns thereof). By using the Site, opening an Account (as defined below) on behalf of a company and completing the purchase of any Services, you represent and warrant that you have the authority to bind that company and your acceptance of the Gateway Terms will be deemed an acceptance by that company of the Gateway Terms.
Gateway reserves the right to change or modify any of the terms and conditions contained in these Gateway Terms or Incorporated Policies or Terms (as defined below) at any time and in its sole discretion. Any changes or modifications will be effective upon posting of the revisions on the Site and providing you electronic notice of such changes to the Site in accordance with the Gateway Terms. Your continued use of this Site following the posting of such changes or modifications will constitute your acceptance of such changes or modifications. Therefore, you should frequently review the Gateway Terms and Incorporated Policies and Terms (as defined herein) to understand the terms and conditions that apply to your use of the Site.
The Gateway Terms do not alter in any way the terms or conditions of any other agreement you may have with Gateway or any parent, subsidiary or affiliate thereof for other products or services.
1. INCORPORATED POLICIES OR TERMS:
The following policies and agreements are incorporated by reference into and form part of the Gateway Terms:
· Quotes or order forms issued by Gateway to you in relation your use of the Site and Gateway’s Services.
(collectively the “Incorporated Policies and Terms”).
2. GATEWAY PORTAL MEMBERSHIP ACCOUNT OBLIGATIONS:
You have accepted the Gateway Terms as a condition of opening a Gateway user account on the Site with the single user login credentials Gateway has provided you (the "Account"). You hereby confirm you are the designated representative of your company authorized to receive the Account login credentials and to create the Account on behalf of your company (the "Administrator"). You hereby confirm that you, as the Administrator, have the sole ability to access the Account, change the Account password or any other user login or Company Information (as defined herein) associated with the Account and are responsible for the implementation of appropriate security measures to prevent access to the Site through the Account by anyone other than yourself.
As the Administrator of the Account, in consideration of your use of the Site, request of any Quotes (as defined below) for Services and completion of any purchase of Services via the Site you:
a) agree to provide true, accurate, current and complete information about yourself and your company (including, without limitation, all Company Information provided by you to Gateway);
b) represent and warrant that you have the capacity and authority to request and accept quotes, execute and confirm agreements and Order (as defined below), access and utilize all functionality on the Site and take any and all action on the Site on behalf of your company in accordance with the Gateway Terms and the Incorporated Policies and Terms;
c) that you are responsible for all costs and charges incurred by you in order to access and use the Site;
d) that you are fully responsible for all access to and activities that occur under your Account. You hereby agree to maintain the confidentiality of Account passwords and any Account information, prevent any unauthorized use or access to the Site and accept all liability for any acts or omissions by you arising out of your use of the Site, even if such acts or omissions are not specifically authorized by you; and
e) to immediately notify Gateway of any unauthorized use of your password or the Account, any other breach of security, or any misuse of the Site or violation of the Gateway Term by you.
You may not use anyone else's account at any time, without the permission of that account’s administrator.
3. OWNERSHIP OF TECHNOLOGY:
Gateway has developed certain proprietary supply chain tools, models, services, reports and analytics software in relation the Site (the "Technology"). You acknowledge that Gateway owns all right, title and interest in and to the Technology that enables you to use this Site as a comprehensive tool to create efficiencies in your operations and support the development of your business. All content included on this Site is the property of Gateway, its parent, affiliates, subsidiaries, related entities and/or its various third party providers and distributors and is protected under the intellectual property laws of Canada and other countries.
4. THE MATERIALS:
All copyrighted and copyrightable materials on this Site, including, without limitation, the Site design, text, graphics, pictures, displays, models, button icons, scripts, and other files on the Site, and the selection and arrangement thereof (collectively "Copyright Materials") are the property of Gateway, its parent, subsidiaries, affiliates, related entities and third party licensors, ALL RIGHTS RESERVED.
TRADEMARKS AND SERVICE MARKS:
The Gateway logos, services brands and all other content and Services available through and described on this Site (including but not limited to all page headers, custom graphics, displays, graphs, models, button icons, and scripts and any other applicable components of the Technology, as defined herein) are either trademarks or service marks of Gateway, its parent, affiliates, subsidiaries, related entities, and third party licensors (collectively the “Trademark Materials”).
The Copyright Materials and the Trademark Materials are collectively referred to herein as the “Materials.” Except as expressly stated herein, none of the Materials may be copied, imitated, reproduced, distributed, republished, downloaded, displayed, posted, transmitted or used, in whole or in part, in any form or by any means (including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise) without the prior written permission of Gateway or its parent, affiliates, subsidiaries or related entities (as applicable) nor are you permitted to remove or alter any copyright, trademark or other proprietary notices contained in the Materials. Unauthorized use of this Site and/or the Materials contained in this Site may violate applicable copyright, trademark or other intellectual property law or other laws.
All rights not explicitly granted to you in the Gateway Terms are reserved and retained by Gateway and its parent, affiliates, subsidiaries or related entities (as applicable).
INTELLECTUAL PROPERTY INFRINGEMENT:
Gateway respects the intellectual property of others. If you believe that your intellectual property rights have been infringed in violation of the Gateway Terms, please provide Gateway with the written information specified below:
A. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or trademark interest;
B. A description of the copyrighted or trademarked work(s) that you claim has been infringed upon;
C. A description of where the material that you claim is infringing is located on the Site;
D. Information reasonably sufficient to permit Gateway to contact you about the complaint, such as an address, telephone number, and, if available, an e-mail address;
E. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright and/or trademark owner, its agent, or the law;
F. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or trademark owner or authorized to act on the owner’s behalf.
Gateway’s agent for notice of claims of copyright or trademark infringement on the Site can be reached by phone at 1 (855) 727-4283, by email at firstname.lastname@example.org or by mail at:
Attention: Gateway Legal
2900 – 550 Burrard Street
Vancouver, British Columbia
We will respond promptly to any legitimate concerns or complaints.
5. USE OF SITE:
As a valued customer of Gateway, we are providing you an exclusive opportunity to use the Site and its various Services, displays and functionality (including the Technology) and the Information (as defined herein) for your own internal business purposes, subject to the conditions of the Gateway Terms (the “Purpose”). Gateway grants you a limited license to use this Site and the Information for the Purpose in accordance with and subject to the Gateway Terms and all Site service level requirements and policies as Gateway may implement upon notice to you and update from time to time in its sole discretion. Gateway may terminate the license granted to you above and your access to and use of the Site for any reason, in its sole discretion, including, without limitation, as a result of your violation of the Gateway Terms.
Except as expressly authorized in writing by Gateway, its parent, subsidiaries, affiliates and/or related entities (where applicable), you shall not use this Site, or any content therein and products thereof, including but not limited to the Information and/or the Materials, for any other purposes, including without limitation (a) in the perpetuation of any criminal activities or any actions in violation of applicable laws; (b) for any resale of the Site, the Information, the Materials or any other content on the Site (c) for commercial use; (d) for the collection, use, downloading or modification of any content on the Site; (e) for making derivative uses of the Site and its contents including but not limited to the Information and/or the Materials; (f) for or in conjunction with the use of any data mining, robots, or similar data gathering and extraction methods; or (g) for taking any action that unreasonably encumbers or, in Gateway’s sole discretion, may (i) unreasonably encumber the Site’s infrastructure, (ii) interferes or attempts to interfere with the proper working of the Site or any third party participation in the Site, or (iii) bypasses any measures Gateway implements to prevent or restrict access to the Site.
Further, through your access to and use of the Site, you are not permitted to frame or use framing techniques to enclose any trademark, logo or other proprietary information (including the Materials, the Information and any other images found at this Site or the content of any text or the layout/design of any page or form contained on the Site) of Gateway, its affiliates, subsidiaries, related entities or any third party without Gateway's express written consent nor use any meta tags or any other "hidden text" utilizing any of the Materials without Gateway's express written consent.
Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Gateway or any third party.
This Site and the content provided in this Site, including but not limited to the Information and the Materials, may not, by any medium, in any form or by any process, be copied, reproduced, republished, uploaded, posted, transmitted, distributed, sold, reverse engineered, decompiled, disassembled or modified without the written permission of Gateway, except that you may download and print the contents on this Site for the licensed Purpose only subject to and in accordance with the Gateway Terms and its Incorporated Policies and Terms.
The information, materials and knowledge that we will share with you, for the Purpose including but not limited to the Site and its contents, the Technology and any related reports, models and analysis are confidential and are not available to the public (the “Information”). You acknowledge Gateway owns all right, title and interest in and to the Information. By using this Site you signify your agreement to (a) protect the confidentiality of the Information; (b) not disclose the Information (whether verbally, electronically or in hardcopy) to any person or entity outside of your company including but not limited to any competitor of Gateway; (c) not reverse engineer, decompile or disassemble any part of the Information; and (d) use the Information only in accordance with the Gateway Terms. You agree and acknowledge that monetary damages may not be a sufficient remedy for any threatened or actual breach by you of this provision. Gateway will be entitled to seek injunctive or other equitable remedies for any such breach without proving actual damages or posting a bond, in addition to all other remedies available to Gateway at law or in equity. Your obligations prescribed herein with respect to confidentiality survive any termination in accordance with the Gateway Terms and the termination of any related agreements entered into by you and Gateway.
7. COMPANY INFORMATION:
Through your access to and use of the Site in accordance with the Gateway Terms, you may submit to Gateway and/or upload onto the Site information, content, data and materials, and other information as requested or required by Gateway as part of your access to and use of the Site and purchase of Services including, without limitation, (i) information about your company’s finances and credit history (ii) products details (including, without limitation, dimensions, weight, quantity, labels, class codes, NMFC codes and other data about such products) (“Product Details”) and corresponding information about the pick-up and delivery locations of such products (the “Shipping Information”) (iii) information about the operation of your company’s business (including, without limitation, any warehousing and related logistics infrastructure) (iv) copies of insurance certificates, applicable regulatory compliance certificates, corporate registration certificates and related documentation, and customs documentation and (v) information (including personal information) about your company’s customers (collectively the “Company Information”). You confirm and agree that you are authorized to provide your Company Information to Gateway for the purposes set out in the Gateway Terms and that your Company Information (and, as applicable, the provision thereof) will not (a) be misleading, false, inaccurate or incomplete; (b) include fraudulent otherwise illegal content; (c) include defamatory, libelous, or unlawful information or content or any information that Gateway deems, in its sole discretion, obscene, racially, religiously or socially intolerant, or otherwise offensive; (d) violate any law, statute, ordinance or regulation; (e) infringe upon any third party right (including but not limited to any privacy right, copyright, patent, trademark, trade secret, or any other proprietary right); (f) contain any viruses, Trojan horses, worms, bombs, or other computer programs that may damage, detrimentally interfere with, intercept or expropriate any system, data or personal information or result in a suspension or termination of Gateway’s Services from its ISP provider or related suppliers; (g) link to any website, whether directly or indirectly, or include any descriptions that are otherwise prohibited by the Gateway Terms and Incorporated Policies and Terms or (h) be provided to Gateway for or in relation to any purpose that Gateway deems, in its sole discretion, illegal, offensive, unsafe or otherwise harmful .
Gateway reserves the absolute right to immediately, without notice to you and in its sole discretion, remove from the Site any of your Company Information that violates the Gateway Terms. In the event of such violation, Gateway reserves the right to immediately terminate your access to and use of the Account and the Site and terminate any Quote or Order (as defined herein) requested by you and/or issued to you by Gateway.
You are expressly responsible for your Company Information and Gateway takes no responsibility and assumes no liability for any such information or materials or your provision thereof.
Notwithstanding anything to the contrary contained herein, you hereby grant Gateway, its parent, affiliates, subsidiaries and related entities a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, reproduce, transmit, translate, disclose and distribute your Company Information (i) to any third party as necessary to facilitate (a) your access to and use of the Site, (b) the provision of the Services to your Company in accordance with the Gateway Terms, (c) Gateway’s assessment of your company’s credit history (ii) to any third party as required by law or any governmental or regulatory authority and (iii) as otherwise permitted under the Gateway Terms.
LICENSE RELATING TO FEEDBACK AND REQUESTS:
You may wish to provide constructive feedback on your use of the Site. Gateway welcomes requests and feedback of this nature through the submission of a written request in the form as may be prescribed from time to time on the Site provided that the content of such request or feedback is not illegal, obscene, threatening, invasive of privacy, defamatory, infringing of intellectual property rights or otherwise injurious to third parties and does not consist of or contain software viruses, political campaigning, commercial solicitation or any form of spam. Notwithstanding anything to the contrary contained herein, you hereby agree to provide Gateway a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Site any suggestions, enhancements, requests, recommendations or other feedback you provide to Gateway in relation to Gateway’s business, the Site and its various Services.
8. ORDER PROCESSING:
i. Through your access to and use of the Site you may request from Gateway quotes for Services ( individually a “Quote” or collectively “Quotes”). Any Quote Gateway provides you is valid for seven (7) days from the date the Quote is issued to you by Gateway after which it will be deemed null and void. Gateway reserves the right to adjust or cancel Quotes as required in its sole discretion.
ii. In requesting a Quote in accordance with the process set out in the Site from time to time, you represent and warrant that:
a) The Company Information (including the Product Details and Shipping Information) you provided as part of your request for each Quote is true, accurate, current and complete;
b) The products that are the subject of this Quote (the “Products”) will be packaged in compliance with all applicable regulations and Gateway packaging requirements when Gateway and/or its agents retrieve the Products from your designated pick-up location; and
c) The Products are not composed of flammable, explosive, or corrosive materials and do not constitute hazardous or dangerous goods as defined under applicable law and regulations.
iii. You agree to be solely responsible for any and all costs, charges, losses, expenses, damages or liabilities of any kind incurred by Gateway, its parent, subsidiaries, related entities, contractors or its agents as a result of your breach of the above representations and warranties (including any charges in excess of a Quote or Order incurred by Gateway or its agents due to your provision of false, inaccurate, out-dated or incomplete Company Information).
i. To request an order for Services (individually an “Order” and collectively “Orders”), you must: (a) accept, via the Site, the Quote Gateway provided you for such Services, and (b) complete all required fields and steps set out on the Site following your acceptance of a Quote (including, without limitation, provision of all required shipping and payment information).
ii. Your submission of an Order request and receipt of an electronic or other form of Order confirmation does not signify Gateway’s acceptance of your Order, nor does it constitute confirmation of Gateway’s offer to sell you such Services. Orders are not binding upon Gateway until accepted by Gateway in writing. All Orders are accepted in British Columbia, Canada.
iii. Gateway reserves the right at any time after receipt of your Order to decline, refuse or cancel your Order for reasonable cause including, without limitation, due to (i) lack of availability of Services, (ii) failure by you to satisfy payment of the Services, (iii) Services pricing error, (iv) restrictions or prohibitions on the provision of the Services, and/or (v) any breach by you of the Gateway Terms. If payment has been remitted for your Order and Gateway cancels or refuses to accept such Order, Gateway shall forthwith issue a refund no greater than the amount remitted for the unaccepted or cancelled Order.
C. Payment Terms:
i. Terms of payment are within Gateway’s sole discretion and, unless otherwise agreed to in writing by Gateway, payment must be received or otherwise authorized or secured in a form approved by Gateway prior to Gateway’s acceptance of your Order.
ii. You must pay for each Order by approved credit card, wire transfer, electronic funds transfer or some other prearranged payment method agreed to by Gateway in writing.
iii. Payment for each Order is due and payable by the payment date(s) specified through electronic (including but not limited to e-mail) confirmation between you and Gateway.
iv. Gateway may invoice parts of an Order separately.
Any claim with respect to the delivery of the Products must be reported in writing to Gateway (at email@example.com) within seven (7) days of delivery of such Products to the delivery location you designated for such products in the corresponding Order request. You will promptly provide Gateway all information, photos and documentation Gateway may request, in good faith, in consideration of a claim.
9. AGE AND RESPONSIBILITY:
The Site is not created for children or persons who are under 18 years of age. By using the Site and providing Gateway with information (including, without limitation, Company Information) you represent that you are of sufficient legal age to use the Site and to create binding legal obligations for any liability you may incur as a result of the use of the Site. You understand that you are financially responsible for all uses of the Site by you and those using your Account login information (including, without limitation, all Quotes and Orders requested through your Account).
You agree that Gateway, in its sole discretion, may terminate your Account password, the Account or your use of the Site, or restrict your access to any component of this Site, for any reason, including without limitation, for lack of use or if Gateway believes, in its sole discretion, that you have violated or acted inconsistently with the Gateway Terms or applicable laws or regulations. Gateway may also, in its sole discretion and at any time, discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to or use of the Site under any provision of the Gateway Terms may be effected without notice, and you acknowledge and agree that Gateway may immediately deactivate or delete the Account and all related information and files in the Account and/or bar any further access to such files or the Site. Further, you agree that Gateway shall not be liable to you or any third party for any termination or restriction of your access to the Account and/or the Site.
11. DISCLAIMER OF WARRANTIES AND REPRESENTATIONS:
YOU USE THE SITE AT YOUR SOLE RISK. THE SITE AND ALL CONTENT THEREIN, INCLUDING BUT NOT LIMITED TO THE INFORMATION AND THE TECHNOLOGY, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GATEWAY MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THIS SITE, ITS OPERATION, CONTENTS, MATERIALS, THE TECHNOLOGY, THE INFORMATION, ANY REPORTS OR MATERIALS CONTAINED IN OR GENERATED BY OR THROUGH THE SITE (INCLUDING, WITHOUT LIMITATION, QUOTES AND ORDERS), OR WITH RESPECT TO ANY OF YOUR COMPANY INFORMATION PROVIDED TO GATEWAY BY YOU (INCLUDING WITH RESPECT TO THE PRESERVATION OR PROTECTION OF ANY SUCH COMPANY INFORMATION).
THE INFORMATION, TECHNOLOGY, MATERIALS AND ALL OTHER CONTENT AND TOOLS PROVIDED BY GATEWAY AND/OR AVAILABLE TO YOU THROUGH THE SITE ARE NOT INTENDED TO SERVE AS OR SUBSTITUTE FOR BUSINESS OR LEGAL ADVICE OF ANY KIND, NOR SERVE AS A GUARANTEE OF ANY PARTICULAR BUSINESS OUTCOME OR FUTURE RETURN FOR YOUR COMPANY. BEFORE MAKING ANY DECISION WITH RESPECT TO YOUR COMPANY AND ITS BUSINESS, YOU SHOULD CONSIDER YOUR PARTICULAR BUSINESS OBJECTIVES AND FINANCIAL SITUATION AND NEEDS AND CONSULT WITH ALL APPROPRIATE PROFESSIONAL ADVISORS. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED BY GATEWAY TO UNDERTAKE YOUR OWN DUE DILIGENCE WITH RESPECT TO THIS SITE.
GATEWAY RESERVES ALL RIGHTS TO WITHDRAW OR DELETE ANY INFORMATION, CONTENT OR FUNCTIONALITY FROM THE SITE AT ANY TIME WITHOUT NOTICE TO YOU IN GATEWAY’S SOLE DISCRETION AND WITHOUT ANY LIABILITY TO GATEWAY.
ANY CONTENT OR INFORMATION PROVIDED IN ANY FAQ SECTION OF THE SITE IS PROVIDED FOR YOUR CONVENIENCE ONLY AND MAY NOT REFLECT ALL UPDATES MADE TO ANY BINDING TERMS, AGREEMENTS OR THE GUIDELINES IN RELATION TO THE SITE AND THE SERVICES.
GATEWAY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THIS SITE, ANY CONTENT AND PRODUCTS (INCLUDING BUT NOT LIMITED TO THE INFORMATION OR TECHNOLOGY PROVIDED TO YOU BY GATEWAY OR ANY REPORTS OR MATERIALS CONTAINED IN OR GENERATED BY OR THROUGH THE SITE) OR ITS USE, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENCY, QUALITY, RELIABILITY, SECURITY OR SUITABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THIS SITE, TITLE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR EQUITY, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. FURTHER TO THE ABOVE, GATEWAY DOES NOT PROVIDE ANY WARRANTIES AGAINST ERRORS, MISTAKES, OR INACCURACIES OF THE TECHNOLOGY, DATA, CONTENT, INFORMATION, MATERIALS, REPORTS OR SUBSTANCE OF THE SITE, ANY UNAUTHORIZED ACCESS TO OR USE OF GATEWAY’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE OR VIA ANY ELECTRONIC MAIL OR COMMUNICATION SENT BY GATEWAY, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SITE, ANY DATA, CONTENT, INFORMATION, MATERIALS, OR SUBSTANCE OF THE SITE OR ANY SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.
12. LIMITATION OF LIABILITY:
YOU AGREE THAT GATEWAY, ITS PARENT, AFFILIATES, AND SUBSIDIARIES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY LOSSES, COSTS, EXPENSES, DAMAGES OR LIABILITIES OF ANY KIND OR NATURE ARISING FROM THE OPERATION OF, CONTENT IN OR PRODUCT OF (INCLUDING BUT NOT LIMITED TO THE TECHNOLOGY AND INFORMATION), OR MODIFICATION OR DISCONTINUANCE OF THE SITE BY GATEWAY IN ITS SOLE DISCRETION OR ARISING FROM ACCESS TO OR USE OF THE SITE BY YOU OR ANY THIRD PARTY ON YOUR BEHALF. YOU AGREE THAT THIS LIMITATION OF LIABILITY IS COMPREHENSIVE AND APPLIES TO ALL DAMAGES AND LIABILITIES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, COMPENSATORY, SPECIAL, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY (EVEN IF GATEWAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE).
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF GATEWAY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE SITE EXCEED ONE-HUNDRED DOLLARS (CDN$100.00).
NOTWITHSTANDING THE FOREGOING, THE LIABILITY OF GATEWAY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY) ARISING OUT OF OR RELATING TO A GIVEN ORDER FOR SERVICES YOU HAVE PURCHASED SHALL NOT EXCEED THE AGGREGATE DOLLAR AMOUNT PAID BY YOU FOR SUCH ORDER.
Certain laws do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights to those contained herein.
You shall indemnify, defend and hold harmless Gateway, its parent, affiliates and subsidiaries and each of their respective officers, directors, shareholders, employees, consultants, representatives and agents from and against any loss, liability, claim, cause of action, demand, damages, costs or expenses including without limitation reasonable legal, accounting and other professional fees, brought by or on your behalf or by any third parties arising from or in connection with (i) your access to or use of this Site (including but not limited to access and use of the Technology, Information and all other content on the Site), (ii) your Company Information (including, without limitation, the provision of any false, inaccurate, out-dated or incomplete Company Information by you to Gateway) (iii) any violation or breach by you of the Gateway Terms,(iv) any violation by you of any third party right (including but not limited to any intellectual property or privacy right of any party) or, (v) with respect to claims from your third party customers, contractors or agents, your purchase of the Services. Gateway reserves the right to assume the exclusive defense and control of any matter, subject to indemnification by you, which shall not excuse your indemnity obligations. Your indemnification obligations survive any termination pursuant to the Gateway Terms and the termination or expiry of related agreements entered into by you and Gateway.
The relationship between you and Gateway will be that of independent contractors, and neither party nor any of our respective directors, officers, employees, agents or representatives will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of the Gateway Terms and your access to or use of this Site (including your purchase of any Services from Gateway).
15. GOVERNING LAW AND DISPUTES:
You agree that all disputes, controversies or claims between you and Gateway, arising out of, in connection with or in relation to your relationship or agreement with Gateway, the Gateway Terms and your access to and use of the Site, including, without limitation, any and all disputes, whether or not such dispute involves a third party, regarding: (i) the existence, validity, application, interpretation, performance, enforcement or termination of the Gateway Terms; (ii) any Quotes or Orders issued pursuant to the Gateway Terms and any corresponding Services purchased by your from Gateway or (iii) the quality, suitability, fitness, merchantability, durability, safety, design, performance or use of the Site (including, without limitation, with respect to any rights of privacy or confidentiality in relation thereto) (collectively, the "Disputes"), will be solely and exclusively referred to, and finally resolved by, binding arbitration pursuant to the provisions of the British Columbia Arbitration Act and/or International Commercial Arbitration Act (as applicable) and any amendments thereto. Such arbitration shall be conducted pursuant to the Domestic Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre then in force (the “Arbitration Rules”). A single arbitrator shall be appointed by agreement of the Parties, or, in default of agreement, such arbitrator will be appointed in accordance with the Arbitration Rules. The arbitration will be governed by the laws of the Province of British Columbia and the laws of Canada as applicable therein. The arbitration will be held in Vancouver, British Columbia and will be conducted in the English language. The arbitrator shall have jurisdiction to award costs of the arbitration, including attorney’s fees and disbursements and arbitrator fees and expenses. Any award of such arbitrator will be final and binding upon you and Gateway. A judgment on the award of the arbitrator may be entered into any court having jurisdiction over the party or parties against whom an award may be issued and you agree to and hereby waive any defences against the enforceability and execution of any such judgment awarded by the arbitrator as contemplated in the Gateway Terms. Where arbitration is prohibited or this section is unenforceable under applicable laws, you and Gateway hereby agree to the exclusive jurisdiction of the courts of the province of British Columbia, Canada with respect to any Disputes. THIS SECTION 15 IS NOT APPLICABLE TO RESIDENTS OF QUEBEC.
You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.
The Gateway Terms shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
By accessing and using this Site you agree that Gateway may provide you notices, and all communications (including with respect to changes and/or updates to the Gateway Terms) to the email address or mailing address submitted to Gateway through the Site at the time you create the Account (“Contact Information”). You may make changes to your Contact Information (excluding your registered corporate name and email address you provide as part of your Account creation) in your Account on the Site. Should you wish to make changes to the Registered Corporate Name and/or email address associated with your Account please submit this request to Gateway for its consideration via email at firstname.lastname@example.org. Any such changes will be considered and, if approved by Gateway in its sole discretion, processed and take effect within fifteen (15) business days from the date of submission of such request by you to Gateway.
You agree that your access to and use of the Site shall be construed as an acknowledgement that all notices and communications provided to you via email by Gateway (and, where applicable, posted on the Site) will satisfy any legal requirements that such communications be in writing.
The failure by Gateway to insist on strict compliance with any provision of these Gateway Terms will not be deemed to be a waiver of such provision or any rights or remedy of Gateway under the Gateway Terms. Further, no waiver by Gateway of a breach of the Gateway Terms by you shall constitute a waiver of any other breach, whether of the same or any other covenant, term or condition. The subsequent acceptance by Gateway of any breach of a covenant, term or condition by you shall not constitute a waiver of Gateway’s right to require performance by you at any time thereafter.
20. FORCE MAJEURE:
Neither Gateway nor its subsidiaries or affiliates, agents or contractors will be responsible for a failure to fulfill any obligations of such parties under the Gateway Terms or for any delay in satisfaction of such obligations nor for any damages of any kind in law or equity that you may suffer as a result of such failure or delay, if such failure or delay is due to circumstances beyond Gateway’s or its subsidiaries’, affiliates’, agents’ or contractors control including, without limitation, to any act of God or public enemy, acts of government, riots, strikes, quarantines, accidents, or the inherent nature or vice of goods transportation.
The headings used in the Gateway Terms are included for convenience only and will not limit or otherwise affect the Gateway Terms.
22. ENTIRE AGREEMENT:
The Gateway Terms, together with the Incorporated Policies and Terms, constitute the entire agreement between you and Gateway relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and may not be amended or modified except in writing in accordance with the Gateway Terms. In the event of any conflict between the Gateway Terms and the Incorporated Policies and Terms, the Gateway Terms will govern.
23. CONTACTING GATEWAY:
Should you have any questions about Gateway or the Site please contact Gateway:
via email at email@example.com
via phone at 1 (855) 727-4283