PLEASE READ THIS AGREEMENT (THE “AGREEMENT”) CAREFULLY AS IT GOVERNS YOUR USE OF THE AUTO-STAR COMPUSYSTEMS INC. (REFERRED TO AS “AUTO-STAR”, “WE”, OR “US”) WEBSITE. THIS AGREEMENT EXEMPTS AUTO-STAR AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY, AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
2. Your Acceptance of this Agreement
- For the purposes of this Agreement, “Applicable Law” means any law of any domestic or foreign legislative, executive, judicial or administrative body or person that has or purports to have power to apply law in the relevant circumstances. This includes any statute, treaty, regulation or rule passed by such a body or person.
- This is an Agreement between you and all persons you represent (and for purposes of this Agreement, “person” includes natural persons and any type of incorporated or unincorporated entity) and Auto-Star regarding your access to and use of the autostar.com website and all content, information, products and services available on or through the website (collectively, the “Website”). This Agreement also provides benefits to Auto-Star’s affiliates, service providers, suppliers and other persons.
- Each time you use the Website you signify your acceptance and agreement, and the acceptance and agreement of any person you purport to represent, to be bound by this Agreement as it then reads. You represent and warrant that you have the legal authority to agree to and accept this Agreement on behalf of yourself and any person you purport to represent. If you do not agree with each provision of this Agreement, or you are not authorized to agree to and accept this Agreement on behalf of the person you purport to represent, you may not access or use the Website. You are only authorized to access or use the Website if you agree to abide by all Applicable Law and to this Agreement. The Website is not intended to convey advice or recommendations, and while it contains information on the sales process, it is not an offer to sell any product or service.
- This Agreement is in addition to any other agreement you may have with Auto-Star, including any software license, subscription, distribution or other agreement (“Other Agreement”), and does not alter in any way the terms or conditions of any Other Agreement.
3. Permission to use the Website
You may use the Website only if you have reached the age of majority where you live and you can form legally binding contracts under Applicable Law. You may not use the Website if you live in a jurisdiction where access to or use of the Website or any part of it may be illegal or prohibited. It is solely your responsibility to determine whether your use of the Website is lawful, and you must comply with all Applicable Law. We reserve the right to request proof of identification and age.
4. Changes to this Agreement
We reserve the right, at our sole discretion, to change, modify, add, or delete portions of this Agreement as it relates to future use of the Website at any time without further notice. If we do this, we will post a revised Agreement on the Website. By accessing or using the Website after this revised Agreement has been posted, you signify your acceptance and agreement to be bound by the revised Agreement. Therefore, you should frequently review this Agreement from time to time to understand the terms and conditions that apply to your use of the Website. You may not change this Agreement in any manner.
5. Ownership and permitted use of the Website
- The Website (including, but not limited to, all page headers, custom graphics, button icons, and scripts and the presentation, arrangement, coordination, enhancement and selection of such and other information in text, graphical, video and audio forms, images, animation, icons, software, designs, applications, data, music, and other elements available on or through the Website) is the proprietary property of Auto-Star or its licensors, with all rights reserved, and is protected by Canadian and international copyright, trademark and other laws. Your use of the Website does not transfer to you any ownership or other rights in the Website or its content.
- You may use the Website only in the manner described expressly in this Agreement and subject to all Applicable Law. Provided that you are eligible to use the Website and subject to this Agreement, you are granted a limited license to use and access the Website and to download or print a copy of any portion of the Website to which you have properly gained access solely for your personal and non-commercial or internal business use, and provided that you do not modify any of the content of the Website and you do not remove or alter any visible or nonvisible identification, marks, notices, or disclaimers.
- You may not access any area of the Website that you are not authorized to access or access the Website by means other than through the interface provided by Auto-Star. You may not interfere or attempt to interfere with the proper working of the Website or any application or link related thereto. You may not take any action that imposes an unreasonable or disproportionately large load on the Website’s infrastructure. You may not take any action that compromises the integrity of the Website or applications, information and data related thereto, or the operation of Auto-Star’s or a third party’s computer systems, including, but not limited to, sending viruses, time bombs and corrupted files. You may not reverse engineer or otherwise attempt to discover any source code or application relating to the Website. You may not use the Website including any application related thereto for any unlawful or harmful purpose. You may not use any robot, spider or other automatic device without Auto-Star’s express written consent.
- The Website and its content may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, mirrored, framed, scraped, datamined, or distributed in any form or by an means, in whole or in part, without the express prior written consent of Auto-Star. Further, you may not use any meta tags or any other “hidden text” utilizing an Auto-Star name, trademark, or product name without Auto-Star’s express written consent. You may not sell or resell any part of the Website or access to the Website. You may not use any of the software that is used in the operation or provision of the Website except while you are using the Website in accordance with this Agreement. Any use of the Website and its content other than as specifically authorized herein, without the express prior written consent of Auto-Star, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate Applicable Law including without limitation copyright and trademark laws and applicable communications regulations and statutes. This license is revocable by Auto-Star at any time without notice and with or without case.
6. Communications via Website
We cannot guarantee the confidentiality or security of any e mail communications or information sent by you to us via the Website. If you wish to send us confidential information, please notify us first to make arrangements.
7. Discussion Boards
- The Website includes blogs, postings and discussion boards (collectively, “Discussion Boards”). In the Discussion Boards, you may not post or transmit any threatening, false, fraudulent, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic, profane, or infringing material or any material that constitutes or encourages conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law or that infringes, misappropriates or violates any third party’s rights, including any intellectual property right, or that misrepresents any identity.
- You are solely responsible for all information, content or other materials (“Your Content”) you communicate to others using the Discussion Boards and you acknowledge that we are not responsible and do not control any material originating from users of the Discussion Boards. By posting Your Content, you represent and warrant that you have the lawful right to distribute and reproduce Your Content, including but not limited to all required consents under privacy law. Even though we assume no obligation to screen or monitor materials originating from users of the Discussion Boards, we reserve the right to do so and you authorize us to screen, filter, block, move, refuse, modify or remove user materials and access to the Discussion Boards at any time in our sole discretion, without prior notice.
- Auto-Star does not claim ownership of Your Content that you post on the Discussion Boards, however, by doing so you agree that Your Content is nonconfidential and hereby grant to Auto-Star a worldwide, perpetual, irrevocable, nonexclusive, fullypaid, royaltyfree and sublicensable license to use, modify, publicly perform, publicly display, reproduce, and distribute Your Content solely on, through or in connection with the Website or offline in connection with Auto-Star’s products and services.
- Without our permission, all advertising or commercial solicitation on the Discussion Boards is prohibited.
- If you believe in good faith that your work has been copied and posted to the Discussion Boards in a way that constitutes copyright infringement, you (or your agent) may send Auto-Star a notice requesting us to remove the infringing material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, you may send Auto-Star a counternotice.
8. Misprints and errors, product availability and prices
- We endeavour to provide current and accurate information on the Website. However, misprints, errors, inaccuracies, omissions (including incorrect specifications for products) or other errors may sometimes occur. We cannot guarantee that products and services advertised on the Website will be available when ordered or thereafter. By using or attempting to use the Website, you expressly acknowledge that we make no warranties, representations or conditions regarding the content of the Website including, but not limited to, currency, accuracy or completeness.
- We reserve the right to: (i) correct any error, inaccuracy or omission at any time without prior notice or liability to you or any other person; (ii) change at any time the products and services advertised or made available for sale on the Website, the prices, fees, charges and specifications of such products and services, any promotional offers and any other Website content without any notice or liability to you or any other person; (iii) reject, correct, cancel or terminate any order, including accepted orders for any reason; and (iv) limit quantities available for sale or sold.
- The advertisements on the Website are invitations to you to make offers to purchase products and services on the Website and are not offers to sell. All prices and other amounts shown appearing on the Website are quoted in the currency stated, are subject to confirmation and change by us.
9. Trademark information
- Auto-Star, Star-Lite, Star-Plus, Star-Plus Multi-Store, Star-Link, Star-Link Executive Dashboard, Star-Link Hosted Service, WebPoint Report Studio, Auto-Star Gift Cards, “Discover. Manage. Streamline.”, “seamless pos abilities” and other names, domain names, slogans, taglines, and logos appearing on or in connection with the Website (the “Marks”) are registered or unregistered trademarks, service marks, tradenames and logos owned by Auto-Star or its licensors.
- Any use of the Marks, except as expressly provided in this Agreement, is strictly prohibited. Nothing appearing on the Website or elsewhere will be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any of the Marks.
10. Linking to the Website
You are granted a limited, nonexclusive right to create a hyperlink to the areas of the Website that do not require a User Account to access, provided such link does not portray Auto-Star or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner. You may not use an Auto-Star logo or other proprietary graphic or trademark of Auto-Star to link to the Website without the express written permission of Auto-Star. This limited right may be revoked at any time.
Links to the areas of the Website that require a User Account to access are strictly prohibited without the express written permission of Auto-Star. To request permission, please send an email to email@example.com. We may in our discretion cancel and revoke any permission we may give at any time and without any notice or liability.
11. Login names and passwords
- This Section 11 only applies to you, either a reseller, customer or otherwise, if you have been issued a username and password from Auto-Star to access certain areas and features of the Website (“User Account”).
- Certain areas and features of the Website are accessible only to users who have been issued a User Account. For the purposes of accessing the Website, the User Account remains the property of Auto-Star. We may, in our discretion, cancel or suspend the User Account and deactivate or delete any related information and/or files associated with the User Account or bar access to such information and/or files at any time without any notice or liability to you or any other person.
- We are not under any obligation to verify the actual identity or authority of any person using a User Account to access and use the Website. We may act upon any communication that is given with the use of User Account. We may in our discretion, at any time, require proof of the identity of any person seeking to access and use the Website, and may deny access to and use of the Website or parts of it or refuse to accept or act upon any communication if Auto-Star is not satisfied with such proof.
- If you have been issued a User Account: (i) you represent that you have reached the age of majority where you live and you can form legally binding contracts under Applicable Law; (ii) you represent that you are not a person barred from receiving services under Applicable Law; (iii) you agree to provide true, accurate, current and complete information about yourself as prompted by any registration form(s) on the Website, by Auto-Star, or by vendors of Auto-Star products (the “Registration Data”); (iv) you agree to maintain and promptly update the Registration Data to keep it true, accurate, current and complete; (v) you are fully responsible and liable for the security of the User Account and any and all use and misuse of the User Account; (vi) you will keep the User Account secure and confidential at all times and not disclose the User Account to any other person or permit any other person to use the User Account; (vii) you will ensure that all uses of the User Account comply with this Agreement; (viii) once you have loggedon to the Website using the User Account, you will not leave the computer terminal used to access the Website unless and until you have terminated the session and exited from the Website; and (ix) you will immediately notify Auto-Star by telephone at (888) 4606963 or email to: firstname.lastname@example.org if you know or suspect that any User Account have been lost or stolen or become known to or used by any other person.
12. Software agreements
- We may cause software to be available for you to download from the Website or through other Websites and Internet resources. The software is protected by copyright, and any downloading and use of the software by you is governed by the applicable software license agreement specific to the software. By downloading software, you signify your agreement and acceptance of the applicable software licence agreement and this Agreement, to the extent applicable.
- Auto-Star may make the NetHelp software applicable available to you, if you request support from us and it is also publicly available. NetHelp is a remote support utility developed and maintained by Auto-Star which allows our support technicians to access the computer which it is run on. Prior to an Auto-Star technician gaining access to a customer’s machine, the customer must initiate our utility to generate an access code; this puts the customer in full control of when access is permitted. If at any time the access code is closed by either the customer or by the technician, connectivity will also be terminated. Once the NetHelp file is run, it will be copied to your desktop. If a previous NetHelp version is detected, it will be removed from your system.
- All NetHelp programs have been virus scanned; however, you assume the entire risk related to the use of this program. Auto-Star is providing this program “as is,” and shall not be liable for direct, indirect, special, incidental, exemplary, punitive, aggravated or consequential damages, lost profits, revenue, anticipated savings or use, loss or corruption of data, business interruption, or any other pecuniary or other loss whatsoever resulting from your use or inability to use this program, arising from any cause of action whatsoever, and regardless of the form or cause of action whether in contract, tort (including, but not limited to, negligence) or otherwise and even if we have been advised of the possibility of such loss or damage being incurred, to the fullest extent permitted by Applicable Law.
- Any software and all underlying information and technology downloaded by you may be subject to Canadian export controls and may be subject to export or import regulations in other countries. You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or reexport the software to any county, or to any person, entity, or enduser subject to export controls.
13. Press releases
The information contained within press releases issued by Auto-Star should not be deemed accurate or current except as of the date the release was posted. Auto-Star has no intention of updating, and specifically disclaims any duty to update, the information in the press releases. To the extent any information therein is forwardlooking, it is intended to fit within the safe harbor for forwardlooking statements, and is subject to material risk.
14. Your information
15. Disclaimers, liability exclusions/limitations and indemnity
- DISCLAIMERS: YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF OR RELATING TO ACCURACY, ACCESSIBILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, PERFORMANCE, DURABILITY, TITLE, OR NONINFRINGEMENT, ALL OF WHICH ARE DISCLAIMED BY AUTO-STAR TO THE FULLEST EXTENT PERMITTED BY LAW. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- LIABILITY EXCLUSIONS: AUTO-STAR AND ITS DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR OTHER REPRESENTATIVES AND SUPPLIERS WILL NEVER BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR AGGRAVATED LOSS OR DAMAGE, LOSS OR CORRUPTION OF DATA, LOSS OF BUSINESS, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION OR GOODWILL, ANTICIPATED OR OTHERWISE, OR ANY OTHER PECUNIARY LOSS ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE OR THIS AGREEMENT UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY AUTO-STAR OR ANY PERSON FOR WHOM AUTO-STAR IS RESPONSIBLE, AND EVEN IF AUTO-STAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED.
- ACKNOWLEDGEMENT AND EXCLUSION BY STATUTE IN CERTAIN JURISDICTIONS: THE EXCLUSION OF CERTAIN WARRANTIES AND THE LIMITATION OF CERTAIN LIABILITIES IS PROHIBITED IN SOME JURISDICTIONS. IF YOU LIVE OR ARE OTHERWISE SUBJECT TO THE LAWS IN ONE OF THOSE JURISDICTIONS ANY STATUTORY ENTITLEMENT AVAILABLE TO YOU WILL BE DEEMED LIMITED TO THE EXTENT (IF AT ALL) PERMISSIBLE UNDER THAT LAW AND, IF ANY LIMITATION IS NOT PERMITTED, THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 15 MAY NOT APPLY TO YOU.
17. Other sites/resources
For your convenience, the Website may include links or references to other Internet sites or resources and businesses operated by other persons (collectively “Other Sites”). Other Sites are independent from Auto-Star, and Auto-Star has no responsibility or liability for or control over Other Sites, their business, goods, services, or content. Auto-Star does not sponsor or endorse Other Sites or their business, goods, services, or content, unless expressly indicated in writing. Your use of Other Sites and your dealings with the owners or operators of Other Sites is at your own risk, and you will not make any claim against Auto-Star arising from, connected with, or relating to your use of Other Sites or your dealings with the owners or operators of Other Sites. When leaving the Website, you should be aware that Auto-Star’s terms and policies no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices, of the Other Sites.
- Notwithstanding any other provision of this Agreement, Auto-Star may in its discretion, without any notice or liability to you or any other person, change, discontinue, modify, restrict, suspend or terminate the Website, or any part thereof, including, but not limited to: (i) restricting the time the Website is available; (ii) restricting the amount of use permitted; and (iii) restricting any user’s right to use or access the Website. Auto-Star may in its discretion and for its convenience at any time immediately terminate, temporarily or permanently, this Agreement or your permission to access and use the Website without any notice or liability to you or any other person.
- If this Agreement or your permission to access or use all or any part of the Website is terminated for any reason, then this Agreement will continue to apply and be binding upon you regarding your prior access to and use of the Website, or any part thereof, and anything connected with, relating to or arising therefrom.
19. Governing law and dispute resolution
- This Agreement, your access to and use of the Website, and all related matters are governed solely by the laws of the province of Alberta, Canada and applicable federal laws of Canada without regard to conflicts of law rules that would apply a different body of law. The United Nations Convention on Contracts for the International Sale of Goods will not apply in any way to this Agreement or to the transactions contemplated by this Agreement.
- Except where prohibited by Applicable Law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of, connected with, or relating to: (i) the Website; (ii) this Agreement and its interpretation; or (iii) the relationship which results from this Agreement (collectively “Disputes”) will be determined by the courts of the province of Alberta, Canada, located in Calgary. You hereby irrevocably submit and attorn to the original and exclusive jurisdiction and venue of those courts and acknowledge that you do so voluntarily and are responsible for complying with all local laws.
20. Use by employees
If you are an employee of Auto-Star, in addition to the terms of this Agreement, your use of the Website as an employee must at all times also be consistent with the Auto-Star Code of Conduct contained in the Employee Handbook and other related statements, policies and procedures that Auto-Star may implement from time to time.
21. Other matters
- If any provision of this Agreement is held to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from this Agreement and the remaining provisions will continue in full force and effect. This Agreement enures to the benefit of and is binding upon each of Auto-Star and its successors, assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns and personal representatives. You may not assign this Agreement or the rights and obligations under this Agreement. Auto-Star may assign this Agreement and its rights and obligations under this Agreement without your consent. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of this Agreement, or to exercise any right under this Agreement, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and will remain in full force and effect. No consent or waiver by any party to or of any breach or default by any other party in its performance of its obligations under this Agreement will be: (i) deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party; or (ii) effective unless in writing and signed by all parties.
- Any rights not expressly granted by this Agreement are reserved to Auto-Star.
- You may contact Auto-Star by telephone, email, or postal mail:
- by telephone: (888) 4606963
- by facsimile: (415) 3668255
- by email: email@example.com
- by mail: 636 11 AVE SW
Medicine Hat, AB T1A 1E1