TERMS OF USE

• Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time by posting a new version on our website. It is your obligation to monitor the Website for any such changes. Your continued access to or use of the Website after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.
• We reserve the right to change the Website at any time, without notice. We may, at our discretion, suspend your access to or use of the Website or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; or (iii) to address any emergency security concerns.

When you use or view the Website or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

You grant to us an irrevocable, worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to access, collect, store, and use any data, information, records, or files that you load, transmit to, or enter into, or that we collect from the Website (collectively, “User Data”): (i) to make the Website available and to develop and enhance its features and functions; and (ii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Statistical Information”).

• We are free to create, use and disclose Aggregated Statistical Information during and after the Term for any purpose and without obligations of any kind.
• We reserve the right to remove, edit, limit, or block access to the User Data at any time, and we have no obligation to display or review your User Data.
• Please review our current Privacy Policy, which contains important information about our practices in collecting, storing, using, and disclosing information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms a part of these Terms of Use.
• You represent and warrant to us that your User Data will only contain Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Website.

• All right, title, and interest, including intellectual property rights, in the Website and all other materials provided by us hereunder, and any updates, adaptation, translation, customization, or derivative works thereof, will remain the sole property of Sandbox.
• The Website and all materials provided by us hereunder are made available and not “sold” to you.
• All rights not expressly granted to you in these Terms of Use are reserved by Sandbox.

You agree to:

• upload and disseminate only data to which you own all required rights under law and do so only consistent with applicable law;
• use reasonable efforts to prevent unauthorized access to or use of the Website; and
• comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy, and any export control laws.

You will not use the Website in violation of these Terms of Use or of any applicable law. You will not, without our prior written permission, use the Website for any purpose other than to access and use the services we make available through the Website. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:

• disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Website (e.g., a denial of service attack);
• attempt to gain unauthorized access to the Website, or bypass any measures we may use to prevent or restrict access to the Website;
• send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Website any data, information, pictures, videos, audio or other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, intentionally misleading, or impersonates any other person; (iv) is defamatory, bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (v) is harmful to minors in any way or targeted at minors; (vi) infringes, violates, or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right, or right of publicity); (vii) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability; or (viii) is designed or intended to obtain password, account, or private information from any other Website user.
• Use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Website or any part thereof or otherwise attempt to discover any source code;
• Use the Website for the purpose of building a similar or competitive product or service;
• Publish, market, advertise or in any way distribute the Content; or
• Authorize, permit, enable, induce, or encourage any third party to do the above.

We do not guarantee the confidentiality of any communications made by you through the Website. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Website.

The Website may provide links or access to third party content, websites, or services. Likewise, we may allow you to access the Website from third party systems. Sandbox does not endorse any third party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems are not under Sandbox’s control, and if you choose to access any such content, websites, or services, or to access the Website from such systems, you do so entirely at your own risk. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.

The downloading and viewing of content is done at your own risk. We do not guarantee or warrant that the Website is compatible with your mobile phone system or that the Website, or any links from the Website, will be free of viruses, worms, trojan horses, or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your mobile phone system, and you are responsible for the entire cost of any service, repairs, or connections of and to your mobile phone system that may be necessary as a result of your use of the Website.You are prohibited from attempting to circumvent and from violating the security of the Website including without limitation: (a) accessing content that is not intended for you; (b) attempting to breach or breaching the Website security or authentication measures; (c) restricting, disrupting, or disabling service to Website users, hosts, servers, or networks by any means, or (d) otherwise attempting to interfere with the proper working of the Website, including but not limited to by introducing any material that is malicious or technologically harmful.

The laws of certain jurisdictions, including Quebec, do not allow the exclusion or limitation of legal warranties, conditions or representations. If these laws apply to you, some or all of the exclusions or limitations in these Terms of Use (including the following disclaimers) may not apply and you may have additional rights. You acknowledge, understand, and agree that the Website is provided “as is” and “as available”, with all faults and without warranties or conditions of any kind. to the fullest extent permitted by applicable law, we disclaim all warranties, representations, and conditions of any kind with respect to the Website whether express, implied, statutory, or collateral, including, without limitation, the warranties and conditions of merchantability, merchantable quality, compatibility, title, security, reliability, completeness, quiet enjoyment, accuracy, reliability, currency, timeliness, quality, integration, fitness for a particular purpose, and non-infringement, or any warranties or conditions arising out of course of dealing or usage of trade, or that the Website is or will be error-free or will operate without interruption. to the fullest extent permitted by applicable law, we disclaim all warranties, representations, and conditions of any kind with respect to third party communications and any third-party websites or content directly or indirectly accessed through the Website.

To the maximum extent permitted by applicable law, in no event will we be liable, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages; or lost profits, loss of use, loss of data, personal injury, fines, fees, penalties, or other liabilities, in each case, whether or not we were advised of the possibility of such damages, resulting from or related to the Website or these Terms of Use. For any other damages, or to the extent that the foregoing limitation is not permitted by applicable law, in no event will our total aggregate liability in connection with or under these Terms of Use, or your use of, or inability to make use of, the Website, exceed $50 cad. for greater certainty, the existence of one or more claims under these Terms of Use will not increase this maximum liability amount.

You will defend, indemnify, and hold harmless us and our respective officers, directors, employees, and agents, and any licensees, successors, and assignees from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:

• your User Data;
• your use of the Website;
• your breach of any provision of these Terms of Use or any documents referenced herein;
• your violation of any law or the rights of a third party (including intellectual property rights); or
• any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the Website.

• These Terms of Use will commence on the day you first use the Website and will continue for as long as you use the Website or until terminated in accordance with the provisions of these Terms of Use (the “Term”). At any time, Sandbox may: (i) suspend or terminate your rights to access or use the Website; or (ii) terminate these Terms of Use; in Sandbox’s sole discretion, for any reason, including, if Sandbox in good faith believes that you have used the Sandbox Website in violation of these Terms of Use or have engaged in fraudulent activity. You may terminate these Terms of Use at any time and with immediate effect by ceasing use of the Website. For greater certainty, if you continue to use any portion of the Website after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use. In the event of termination, you are no longer authorized to access the benefits of the Website.
• The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 4 (User Data and Privacy), 6 (Ownership of the Website), 10(Communications Not Confidential), 11 (Third Party Content, Websites or Services) 12(Malicious Code and Security), 13 (Disclaimer), 14 (Limitation of Liability),15 (Indemnification), 16 (Survival), and 18 (General Provisions).

• Choice of Law: Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law and such laws apply to your access to or use of the Website notwithstanding your domicile, residency, or physical location. You will only use the Website in jurisdictions where the Website may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Website.
• Entire Agreement: These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Website. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
• Waiver: Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
• Severable: If any of the provisions contained in these Terms of Use are determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
• Assignment: You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors, and permitted assignees.
• English Language: It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

If you have any questions or comments regarding these Terms of Use, please contact us at info@sandboxinc.ca.