1.1 Welcome to Nymlogic! “Nymlogic” means 2681295 Ontario Inc, whose office is located at 2 Simcoe Street South, Suite 300, L1H 8C1, Oshawa, Ontario, Canada. Our website is located at www.nymlogic.com (the “Website”). Your use of Nymlogic products, software, services and web sites (referred to collectively as the “Services” in this document) is subject to the present Terms of Service. These Terms of Service form a legally binding agreement between you and Nymlogic in relation to your use of the Services. It is important that you take the time to read them carefully. This legal agreement is referred to below as the “Terms”. By using the Website or the Services you affirm that you are at least 18 years old and that you consent to the present Terms. If you violate or do not agree to these Terms, your use of the Services may be suspended or terminated at any time at the sole discretion of TD. Additional terms and conditions may apply to some services offered on the Website. The terms and conditions for such services will be listed on the Website from time to time and are incorporated into these Terms and Conditions by reference.
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 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by Nymlogic in the user interface for any Service; or
(B) by actually using the Services. In this case, you understand and agree that Nymlogic 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 Nymlogic, 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 Terms for your records.
3.1 Where Nymlogic has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Nymlogic.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the terms in the English language version shall prevail.
4.1 You acknowledge and agree that the form and nature of the Services which Nymlogic provides may change from time to time in which case notice shall be duly provided to you following such change. If any payment processing request is rejected at any time for any reason, the Services shall be immediately terminated and you shall be notified of the termination within twenty four (24) hours. No refunds shall be offered where a Service is deemed to have been completed by Nymlogic in its sole discretion. Any monies that have been paid to Nymlogic which constitute payment in respect of the provision of unused Services may be refunded at your request.
4.2 You acknowledge and agree that Nymlogic may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Nymlogic’s sole discretion upon notice to you. You may stop using the Services at any time by sending a notice to email@example.com
4.3 You acknowledge and agree that if Nymlogic disables access to your account, you may be prevented from accessing the Services, your account details or any data files, written text, electronic documents, image files, photographs or other images, files or other content (“Your Data”) which is contained in your account. In such event, you agree to fully indemnify Nymlogic from any loss or damages you may incur as a result of your account having been disabled.
4.4 You acknowledge and agree that while Nymlogic may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service. Such fixed upper limits may be set by Nymlogic at any time, at Nymlogic’s discretion.
5.1 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 Nymlogic will always be accurate, correct and up to date.
5.2 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.
5.3 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 Nymlogic, unless you have been specifically allowed to do so in a separate agreement with Nymlogic. 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.
5.4 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). For further certainty, when accessing or using the Nymlogic Website, you agree that you will not violate any law, contract, or intellectual property or act in any way which may cause harm to another website user. Users of the website must adhere to Nymlogic’s safe use standards, including but not limited to:
1. No unauthorized use of the Nymlogic Website;
2. No using the Website to transmit unsolicited commercial emails or other messages through the Nymlogic Website;
3. Do not copy the content of the Nymlogic Website or any of its underlying source code;
4. No removing, altering, or obscuring any copyright or other proprietary notices of Nymlogic or its affiliates or licensors in any portion of the Nymlogic Website;
5. Do not upload to the Website any content or material which may harm, injure, damage, or otherwise risk the safety, wellbeing, or commercial operations of another website user or of Nymlogic, or that contains any virus, malware, or other malicious coding;
6. No obscuring or disabling any content that appears on or through the Nymlogic Website;
7. No copying or collecting data form the Nymlogic Website or using the Website to in any way attempt to collect data or breach the security of Website users; and
8. Do not violate any requirements, policies, procedures or regulations of a third party service which is connected to the Nymlogic Website; and
If you violate any of the foregoing, Nymlogic reserves the right to suspend or terminate your access to and use of the Nymlogic Website immediately without notice. Nymlogic also reserves the right to pursue any remedy it deems appropriate under the circumstances if you are found to be in violation of this Section.
5.5 Unless you have been specifically permitted to do so in a separate agreement with Nymlogic, you agree that you will not reproduce, duplicate, copy, attempt to create a substitute or similar service through use of or access to, sell, trade or resell the Services for any purpose.
5.6 You agree that you are solely responsible for (and that Nymlogic 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 Nymlogic may suffer) of any such breach.
5.7 You agree that you are responsible for your own conduct and Content while using the Services and for any consequences thereof. You agree to use the Services only for purposes that are legal, proper and in accordance with these Terms.
6.1 If you select a paid Services level, you may choose to subscribe and pay for the Services on an annual subscription basis and either a monthly or as-delivered basis for Services other than subscription fees, and Nymlogic will bill the account administrator in advance for use of the Services. Current pricing for paid subscription plans and other Services are as set forth in Nymlogic’s Standard Price List, and Nymlogic reserves the right to modify pricing at any time, provided however that Nymlogic will notify the account administrator of a paid level account by email prior to any monthly or annual price increase affecting that account. If you upgrade to a higher paid level or tier, Nymlogic will credit any remaining balance from your previous subscription payment to your new level or tier. You may choose to discontinue your paid level account at any time; however, Nymlogic does not issue refunds for unused subscription periods.
6.2 You agree to maintain valid and up-to-date billing information on file with Nymlogic. You may update this billing information at any time by contacting Nymlogic.
6.3 All payments due are in CDN dollars for Canada-based clients and U.S. dollars for US-based clients unless otherwise indicated on the subscription pricing page or invoice.
6.4 Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Nymlogic in collecting such delinquent amounts, except where such delinquent amounts are due to Nymlogic’s billing inaccuracies.
6.5 Nymlogic will endeavor to notify you (or in the case of a Team account, your account administrator) if your paid account has delinquent fees. If delinquent fees are not paid, Nymlogic will automatically downgrade your account to a free Nymlogic account and/or suspend your use of the Services.
6.6 You are responsible for any taxes, duties, and customs fees associated with the sale of the Services (other than Nymlogic’s income tax) (collectively “Taxes”), and you will pay Nymlogic for the Services without any reduction for Taxes. If Nymlogic is obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Nymlogic with a valid tax exemption certificate authorized by the appropriate taxing authority. If you are required by law to withhold any Taxes from your payments to Nymlogic, you must provide Nymlogic with an official tax receipt or other appropriate documentation to support such payments.
6.7 These billing and payment terms may not apply if you are not subscribing to the Services directly from Nymlogic.
7.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
7.2 Accordingly, you agree that you will be solely responsible to Nymlogic for all activities that occur under your account.
7.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Nymlogic immediately at firstname.lastname@example.org
8.2 You agree to the use of Your Data in accordance with Nymlogic’s privacy policies.
9.1 You understand that all information (such as data files, written text, electronic documents, image files, photographs or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”.
9.2 Nymlogic reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.
9.3 You agree that you are solely responsible for (and that Nymlogic does not have any responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Nymlogic or third parties may suffer) by doing so.
10.1 You acknowledge and agree that Nymlogic (or Nymlogic’s licensors) and its resellers 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 Nymlogic or its resellers and that you shall not disclose such information without Nymlogic’s prior written consent.
10.2 Unless you have agreed otherwise in writing with Nymlogic, nothing in the Terms gives you a right to use any of Nymlogic’s or its resellers’ trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
10.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Nymlogic, then you agree that your use of such features shall be in compliance with that agreement, and any applicable provisions of the Terms.
10.4 Other than the limited license set forth in Section 13, Nymlogic acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit or transmit 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 Nymlogic, you agree that you are responsible for protecting and enforcing those rights and that Nymlogic has no obligation to do so on your behalf.
10.5 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.
10.6 Unless you have been expressly authorized to do so in writing by Nymlogic, 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.
11.1. Nymlogic may identify you as a customer on our site or in our customer list, blogs, and other public communications. To request removal of this identification, please notify us in writing at email@example.com or by sending a letter to Nymlogic’s address which is found at the beginning of these Terms. Nymlogic will not identify any other user of its Services in any public manner without the user’s prior written consent. You shall have the unfettered right to withhold such consent for any reason.
12.1 Nymlogic gives you non-exclusive limited license to use the software provided to you by Nymlogic as part of the Services as provided to you by (the “Limited License”). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Nymlogic, in the manner permitted by the Terms.
12.2 Nymlogic utilizes proprietary technologies, including customer coded software (the “Code”), to deliver its services. The Code may be deployed on the Website or through a third party platform or service. Your use of such Code is explicitly limited to purposes which are directly necessary for the provision of the Services or for your use thereof under the Limited License. The Code remains at all times the exclusive property of Nymlogic and your License to use the Code may be withdrawn at any time at Nymlogic’s sole discretion.
12.3 You may not (and you may not permit anyone else to) copy, extract, reproduce, re-use, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract any Code or source code, or any part thereof, created, utilized, or otherwise provided to you by Nymlogic, unless this is expressly permitted or required by law, or with Nymlogic’s written consent.
12.4 You acknowledge and agree that the provisions of this Section 12 are fundamentals to the operation and business of Nymlogic, and that any breach of the provisions of this Section 12 will cause harm to Nymlogic, including irreparable harm, that cannot be compensated for by an award of monetary damages alone. Breach of this Section 12 shall be deemed a material breach for which Nymlogic shall be entitled to relief including, but not limited to, specific performance and injunctive relief.
13.2 You understand that Nymlogic, 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 Nymlogic to take these actions.
13.3 You confirm and warrant to Nymlogic that you have all the rights, power and authority necessary to grant the above license. You agree that you will not submit, share, upload, post or display Content on or through, the Service that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit, share, upload, post or display the Content and to grant Nymlogic all of the license rights granted in this Section.
14.1 The Software which you use may be updated from time to time at Nymlogic’s sole discretion. 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 that such updates will be made as part of your use of the Services.
15.1 The Terms will continue to apply until terminated by either you or Nymlogic as set out below.
15.2 If you want to terminate your legal agreement with Nymlogic, you may do so by (a) notifying Nymlogic at any time and (b) closing your accounts for all of the Services which you use, where Nymlogic has made this option available to you. Your notice should be sent, in writing, to Nymlogic’s address which is set out at the beginning of these Terms.
15.3 Nymlogic may at any time terminate its legal agreement with you:
(A) if you have breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) if Nymlogic is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) if Nymlogic is transitioning to no longer providing the Services to users in the area in which you are resident or from which you use the service; or
(D) if the provision of the Services to you by Nymlogic is, in Nymlogic’s opinion, no longer commercially viable.
15.4 In addition, Nymlogic may terminate its legal agreement with you, for any reason or no reason, by giving you 5 days’ written notice to the email address you provide when you register for Nymlogic. If we discontinue your access to the Services at the end of this 5 day period, our termination will be effective at the end of this period, and we will refund any prepaid, unused subscription fees for the Services as soon as practicable thereafter. Otherwise, no fees are refundable, and you may continue using the Services through the end of your subscription period, at which point our termination will become effective.
15.5 Nothing in this Section shall affect Nymlogic’s rights regarding provision of Services under Section 4 of the Terms.
15.6 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Nymlogic 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, and the provisions of paragraph 23.6 shall continue to apply to such rights, obligations and liabilities indefinitely.
15.7 If your Nymlogic account is canceled, your information on our servers may be deactivated but not deleted. We do not actively delete your profile information, for example your name and email address. Any content that you do not wish to remain on our servers after ending your relationship with Nymlogic should be deleted prior to closing your account. You may have content which remains on Nymlogic servers deleted at any time by contacting firstname.lastname@example.org with a notice specifying the exact information requested for deletion.
16.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 16 AND 17, SHALL EXCLUDE OR LIMIT Nymlogic’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.
16.2 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.”
16.3 IN PARTICULAR, Nymlogic AND ITS LICENSORS AND RESELLERS 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.
16.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
16.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Nymlogic OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
16.6 Nymlogic AND ITS LICENSORS AND RESELLERS 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.
17.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 16.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT Nymlogic AND ITS LICENSORS 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 CHANGES WHICH Nymlogic MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
(II) 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 Nymlogic WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
(V) THE UNAUTHORIZED OR UNLAWFUL ACCESS TO YOUR DATA OR CONTENT;
17.2 THE LIMITATIONS ON Nymlogic’s LIABILITY, AND THAT OF ITS LICENSORS AND RESELLERS, TO YOU IN PARAGRAPH 17.1 ABOVE SHALL APPLY WHETHER OR NOT Nymlogic, ITS LICENSORS OR RESELLERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
18.1 The Services are intended to be used to facilitate the secure upload, processing and exchange of identification and client due diligence/know your customer materials for individuals and legal entities. Use of the Services for any other purpose, or involving content or data which does not relate to such intended use, may be determined by Nymlogic to be improper.
18.2 Nymlogic may remove Content if it believes or has reason to believe such Content has been uploaded or is being used for improper purposes. Without prior notice and at any time at its sole discretion, Nymlogic reserves the right to remove any of Content, disable your ability to share or upload Content within the Service, or terminate your access to the Service for uploading or sharing such Content in violation of these Terms of Service.
18.3 You may not use the Services to:
18.4 Nymlogic reserves the right in its sole discretion to decide whether your conduct and use of the Services is inappropriate and whether it complies with these Terms of Service. Nymlogic may terminate your access for such inappropriate conduct in violation of these Terms of Service at any time and remove any such objectionable Content, without prior notice and at its sole discretion.
18.5 You are solely liable and responsible for your interactions with other users. We reserve the right to monitor, respond to, or adjudicate disputes between you and other users, but we have no obligation to do so.
19.1 Nymlogic will treat all documents, information and other Content you upload relating to individual and legal entities profiled within your account as confidential. Nymlogic may review this information for accuracy where you request Services requiring a review by Nymlogic. Nymlogic will not share your Content with other users or other persons except where in the context of the Services you give instructions (via the software) to share such information with other users or non-user recipients.
20.1 Nymlogic implements security procedures to help protect Your Data from security attacks. However, you understand that use of the Services necessarily involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of Your Data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of Your Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers.
20.2 You will defend, indemnify and hold harmless Nymlogic from and against any loss, cost, liability or damage, including attorneys’ fees, for which Nymlogic becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Services in breach of this Agreement violates applicable law. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of Nymlogic at your expense.
21.1 The Services may include hyperlinks to other web sites or content or resources. Nymlogic may have no control over any web sites or resources which are provided by companies or persons other than Nymlogic.
21.2 You acknowledge and agree that neither Nymlogic nor its licensors or resellers are responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
22.3 You acknowledge and agree that neither Nymlogic nor its licensors or resellers are liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
22.1 Nymlogic may make changes to the Terms from time to time. When these changes are made, Nymlogic will make a new copy of the Terms available at http://18.104.22.168/terms-of-usage.
22.2 You understand and agree that if you use the Services after the date on which the Terms have changed, Nymlogic will treat your use as acceptance of the updated Terms.
23.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
23.2 The Terms constitute the whole legal agreement between you and Nymlogic and govern your use of the Services (but excluding any services which Nymlogic may provide to you under a separate written agreement), and completely replace any prior agreements between you and Nymlogic in relation to the Services.
23.3 You agree that Nymlogic may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
23.4 You agree that if Nymlogic does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Nymlogic has the benefit of under any applicable law), this will not be taken to be a formal waiver of Nymlogic’s rights and that those rights or remedies will still be available to Nymlogic.
23.5 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.
23.6 You hereby agree to indemnify, defend and hold Nymlogic, its resellers, partners, officers, directors, agents, affiliates, and licensors (“the Indemnified Parties”) harmless from and against any claim or liability arising out of (a) any Content you submit, share, upload or display on or to the Service; (b) any use by Nymlogic end users of your Content; (c) any breach of or noncompliance with any representation, warranty or obligation in these Terms or applicable policies; and (d) any claim that your Content violates any applicable law or is used for an unlawful purpose. You shall cooperate fully in the defense of any claim. Nymlogic reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the Services may be irreparable; therefore, Nymlogic is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies. This section shall take precedence only over the indemnity provision provided in any Terms.
23.7 The Terms, and your relationship with Nymlogic under the Terms, shall be governed by the laws of the Canada without regard to its conflict of laws provisions. You and Nymlogic agree to submit to the exclusive jurisdiction of the ordinary courts located within Ontario, Canada to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Nymlogic shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
23.8 This Terms is not to be assignable except as may be contemplated hereunder but will enure to the benefit of and be binding upon each of the parties and their respective successors and permitted assigns.
23.9 Notwithstanding any other provisions of the Terms, you acknowledge and agree that Nymlogic may obtain an injunction or other appropriate relief against you if you contravene or fail to comply with any provision of these Terms in any way and you further agree that the provisions of this paragraph may be pleaded against you by way of estoppel or defence to a claim by you that an injunction or other appropriate relief should not be granted.
23.10 These Terms shall not be amended, modified, varied or supplemented except in writing and signed by duly authorized representatives of Nymlogic.
24. Notification of Changes
Nymlogic reserves the right to change these Terms from time to time as it sees fit and the continued use of the Website or Services will signify your acceptance of any adjustment to these Terms. If there are any changes in how Nymlogic uses your information, notification by e-mail or postal mail will be made to those affected by this change. In the event of any changes to the Services, a notification will provided to you explaining the nature of the changes. You are therefore advised to re-read this statement on a regular basis.