Terms

Last Modified: March 9, 2013

eQuibbly Terms of Use


Thank you for using our products and services (“Services”). The Services are provided by Equibbly (“Equibbly" or “eQuibbly”).


By using our Services, you are agreeing to these terms. Please read them carefully.

Important: These Terms and Conditions of Use ("Terms and Conditions of Use" or "Terms") govern your use of the eQuibbly website located at http://www.equibbly.com and all its subdomains (the "Site" or “Website”). These Terms and Conditions of Use are not exhaustive and Equibbly reserves the right to modify them as described hereunder. Please read the following terms carefully before you register and start accessing and using the Site. IF THESE TERMS AND CONDITIONS ARE NOT ACCEPTABLE IN FULL, YOU MUST IMMEDIATELY TERMINATE YOUR USE OF THIS SITE. By using or accessing the Site, you agree to these Terms.


Terms and Conditions


Acceptance of Terms
These Terms and Conditions of Use form a legal agreement between you and Equibbly and subsidiaries and affiliated companies. Please review these documents prior to use. By accessing, browsing, viewing, registering, and/or using the Site, you acknowledge that you have read, understood and agreed to abide by and comply with all terms, conditions and notices contained in or referenced by these Terms and Conditions of Use.

If you do not agree to these Terms and Conditions of Use, please do not register or use the Site.

eQuibbly reserves the right, in its sole discretion, to update or revise these Terms and Conditions of Use either to reflect changes in business practices or to reflect changes in eQuibbly's understanding of applicable law and to post such updated or revised Terms and Conditions of Use on the Site through the hyperlink labeled "Terms". The effective date of each update or revision will be noted in the updated or revised "Terms".

You must check the Terms and Conditions of Use each time you use the Site for updates or revisions to the Terms and Conditions of Use. Your continued use of the Site following the posting of any updates or revisions to the Terms and Conditions of Use constitutes acceptance of those updates or revisions. Updates or revisions to these Terms and Conditions of Use are not applicable retroactively.

Privacy
eQuibbly's privacy policies explain how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that eQuibbly can use such data in accordance with our "Privacy Policy".

Third Party Products and Services and Links
This Site may contain links to third party web sites ("Linked Sites"), and may contain or refer to third party sources of information, articles, photographs, text, graphics, pictures, designs, music, sound, video, applications, hardware, software, products or services, including components and content such as content protected by copyright, or Linked Sites ("Third Party Products and Services") or any other content or items owned by or originating from third parties. The Linked Sites and Third Party Products and Services are not under the control of eQuibbly, and eQuibbly is not responsible for the contents of any Linked Site or Third Party Products and Services, including without limitation the content, accuracy, completeness, copyright compliance, compatibility, performance, trustworthiness, legality, decency, appropriateness, links or any other aspect of the Linked Sites or Third Party Products and Services. eQuibbly is not responsible for any form of transmission or communication received from any Linked Site, and eQuibbly is not responsible if any Linked Site is not working appropriately. eQuibbly provides such links and information to you only as a convenience, and the inclusion of any link or reference to a Linked Site or Third Party Products and Services neither implies endorsement by eQuibbly of the Linked Site or the Third Party Products and Services, nor implies any association with the third party in any way. You should use your own judgment before you access or use any links or Third Party Products and Services. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites.

Use of Third Party Products and Services may require one or more patent, trademark, copyright or other licenses in order to avoid infringement or violation of third party rights. You are solely responsible for determining whether to use Third Party Products and Services and if any third party licenses are required to do so. If required, you are responsible for acquiring them. You should not use Third Party Products and Services until all necessary licenses have been acquired. Any Third Party Products and Services that are provided with eQuibbly's products and services are provided as a convenience to you and are provided "AS IS" with no express or implied conditions, endorsements, guarantees, representations or warranties of any kind by eQuibbly and eQuibbly assumes no liability whatsoever, in relation thereto.

Any dealings with third parties conducted through the Site or Linked Sites, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the third party. eQuibbly shall not be responsible or liable for any part of any such dealings.

Your Use Obligations
In consideration of your use of any services provided on the Site, you agree to: (a) provide true, accurate, current and complete information about yourself where prompted by the Site and (b) maintain and promptly update your personal information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or eQuibbly has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, eQuibbly has the right to suspend or terminate any services provided to you by eQuibbly and refuse any and all current or future use of eQuibbly services (or any portion thereof).

You are responsible for all activities undertaken by you using any service provided by eQuibbly, including, without limitation, access to materials on the Internet (whether at a password protected site or not) and use of e-mail. All such activities are at your own risk. You shall not use, nor permit others to use, the Site or any other eQuibbly services provided through the Site in a manner or for a purpose contrary to these Terms and Conditions of Use. In the event that you access other networks or computing resources, you agree to abide by their respective usage policies. You are responsible for all activities that occur under your password or account, and will keep your password(s) confidential. You will immediately notify eQuibbly of any unauthorized use of your password or account or any other breach of security by sending an email to such effect to "contact {at} equibbly {dot} com" [ the {at} in the preceding to be replaced by the "@" symbol and the {dot} to be replaced by a period "."]. You will not disrupt the functioning of the Site, solicit or use another user's password, or otherwise act in a way that interferes with other users' use of the Site. Nor may you post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information.

Services provided by eQuibbly are not intended for use by minors and this Site may only be used by persons who have reached the age of majority in the applicable jurisdiction from which the Site is being accessed.

Communications Will not be used in other proceedings
You agree that all communications in furtherance of an attempt to resolve a dispute on eQuibbly shall not be used in Court or any other subsequent or concurrent proceeding, as evidence of anything other than of a settlement being concluded, unless a court of competent jurisdiction orders otherwise.

Rules
In consideration of your use of any services provided on the Site, you agree to abide by and be bound by "eQuibbly's Rules for Posting".

In consideration of your use of any binding-arbitration services provided on or by the Site, you agree to abide by and be bound by eQuibbly's "Arbitration Rules".

In consideration of your use of any mediation or non-binding arbitration services provided on or by the Site, you agree to abide by and be bound by the following select rules of eQuibbly's "Arbitration Rules": R-9, R-10, R-16, & R-20.

Prohibited Uses
You may not use the Site and/or eQuibbly services in any manner which could damage, disable, overburden or impair the Site and/or any eQuibbly services (or the network(s) connected to such site or services) or interfere with any other party's use and enjoyment of the Site and/or eQuibbly services. You may not attempt to gain unauthorized access to the Site and/or any eQuibbly service, other accounts, computer systems or networks connected to the Site, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available to you through the Site.

The Site may contain message or communication facilities designed to enable you to post comments or otherwise communicate with others (collectively, "Correspondence Services"). You agree to use the Correspondence Services only to post, send and receive messages and material that are proper. By way of example, and not as a limitation, you agree that when using a Correspondence Service, you will not:

  • use the Site or Correspondence Services for any unlawful purpose or in any unlawful way;
  • use the Correspondence Service in connection with surveys, contests, pyramid schemes, chain letters, junk e-mail, spamming or any duplicative or unsolicited communications (commercial or otherwise);
  • defame, abuse, harass, stalk, threaten, harm, or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
  • upload, post, transmit, communicate, share, store or otherwise make available material or content which may expose eQuibbly, the Site, or Correspondence Services users to liability or harm of any kind;
  • upload, post, transmit, communicate or otherwise make available any material that you do not have a right to make available, including under any law or under contract or in violation of any duty (such as information protected by intellectual property laws, inside information, password information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • upload, post, transmit, communicate or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including without limitation, Trojan horses, worms, time bombs, cancelbots or corrupted files;
  • post, publish, modify, transmit, communicate, reproduce, or distribute in any way, information, software or other materials or tools designed for compromising the security of the Site, the Correspondence Services, eQuibbly's network or telecommunication services;
  • download any file posted by another user that you know, or reasonably should know, should not or cannot be legally distributed in such manner;
  • restrict or inhibit any other user from using and enjoying the Correspondence Services or the Site, or create an unusually large burden on the Correspondence Services, such as by generating levels of traffic sufficient to impede others' ability to send or retrieve information or to impede the Site or Correspondence Services' ability to properly function;
  • harvest or otherwise collect information about others, including e-mail addresses, without prior written authorization from such owners of such information;
  • resell any of the Correspondence Services.
  • violate any applicable laws or regulations;
  • impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, or create a false identity to mislead others; or
  • eQuibbly has no obligation to monitor the Correspondence Services. eQuibbly reserves the right to terminate your access to any or all of the Correspondence Services and the Site at any time, without notice, for any reason whatsoever.

eQuibbly reserves the right at all times to disclose any information as eQuibbly deems necessary to satisfy any domestic or foreign applicable law, regulation, legal process or governmental request, and to remove any information or materials, in whole or in part, in eQuibbly's sole discretion.

Always use caution when giving out any personal information about yourself in any Correspondence Service. eQuibbly does not control or endorse the content, messages or information found in any Correspondence Service and, therefore, eQuibbly specifically disclaims any liability with regard to the Correspondence Services and any actions resulting from your participation in any Correspondence Service.

Materials uploaded to a Correspondence Service may be subject to posted limitations on usage, reproduction, dissemination or other requirements. You are responsible for adhering to such limitations if you download the materials.

Use of the Site
Unless otherwise specified, you may not modify, copy, distribute, transmit, communicate, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or services obtained from the Site.

International Use
eQuibbly makes no representation that materials on the Site are appropriate or available for use in any locations, including locations outside the United States and Canada, as applicable, and accessing them from territories where their contents are illegal is prohibited.

Warranties and Disclaimers and Limitation of Liability
OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER EQUIBBLY NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES EQUIBBLY PROVIDES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.

YOU ACKNOWLEDGE AND AGREE THAT WHEN PERMITTED BY LAW, EQUIBBLY, ITS EMPLOYEES AND OFFICERS AND DIRECTORS, AND EQUIBBLY'S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF EQUIBBLY, ITS EMPLOYEES AND OFFICERS AND DIRECTORS, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN).

IN ALL CASES, EQUIBBLY, ITS EMPLOYEES AND OFFICERS AND DIRECTORS, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE, EVEN IF EQUIBBLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOT WITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND SITE CONTENT REMAINS WITH YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION, EQUIBBLY, ITS EMPLOYEES AND OFFICERS AND DIRECTORS, SHALL HAVE NO OTHER OBLIGATION, DUTY, OR LIABILITY WHATSOEVER IN CONTRACT, TORT, OR OTHERWISE TO YOU INCLUDING ANY LIABILITY FOR NEGLIGENCE OR STRICT LIABILITY.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS HEREIN SHALL APPLY: (A) IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION BY YOU INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN; AND (B) TO eQuibbly AND ITS AFFILIATED COMPANIES AND PERSONS, THEIR SUCCESSORS, ASSIGNS, AGENTS, SUPPLIERS, AUTHORIZED eQuibbly DISTRIBUTORS AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS, AND NEUTRALS.

YOU AGREE THAT NEITHER EQUIBBLY, ITS EMPLOYEES AND OFFICERS AND DIRECTORS, NOR ANY ARBITRATOR OR NEUTRAL LISTED OR APPOINTED UNDER THIS SERVICE IS A NECESSARY OR PROPER PARTY IN JUDICIAL PROCEEDINGS RELATED TO THIS ARBITRATION OR THE PROVISION OF SERVICES BY EQUIBBLY.

YOUY AGREE THAT NEITHER EQUIBBLY, ITS EMPLOYEES AND OFFICERS AND DIRECTORS, NOR ANY ARBITRATOR OR NEUTRAL LISTED OR APPOINTED UNDER THIS SERVICE SHALL BE LIABLE TO ANY PARTY IN ANY ACTION FOR DAMAGES OR INJUNCTIVE RELIEF FOR ANY ACT OR OMISSION IN CONNECTION WITH THIS ARBITRATION OR THE PROVISION OF ARBITRATION SERVICES BY EQUIBBLY.

YOU AGREE NOT TO CALL ANY ARBITRATOR OR NEUTRAL, EQUIBBLY, ITS EMPLOYEES OR OFFICERS OR DIRECTORS, AS A WITNESS IN LITIGATION OR ANY OTHER PROCEEDING RELATING TO THE ARBITRATION FOR WHICH EQUIBBLY'S SERVICES HAVE BEEN UTILIZED. THE ARBITRATORS AND NEUTRALS, EQUIBBLY, ITS EMPLOYEES AND OFFICERS AND DIRECTORS, ARE INCOMPETENT TO TESTIFY AS WITNESSES IN ANY SUCH PROCEEDING.

IN ADDITION TO THE LIMITATION AND EXCLUSIONS SET OUT ABOVE, IN NO EVENT SHALL ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, DISTRIBUTOR, SUPPLIER, NEUTRAL, INDEPENDENT CONTRACTOR OF EQUIBBLY OR ANY AFFILIATES OF EQUIBBLY HAVE ANY LIABILITY ARISING FROM OR RELATED TO ANY DOCUMENTATION RELATING TO THE SITE.

eQuibbly does not prescreen information submitted by users of the Site (“Submissions”). eQuibbly will make efforts to investigate allegations that Submissions violate the Agreement but (a) makes no warranty to you that it will edit, remove, or continue to permit the display of any specific Submission, whether or not subject to such allegations, and (b) will have no liability whatsoever for editing, removing, or continuing to permit the display of any Submission whatsoever.

Your use of Third Party Products and Services shall be governed by and subject to you agreeing to the terms of separate licenses and other agreements applicable thereto with third parties, except to the extent expressly covered by a license or other agreement with eQuibbly.

Indemnification
Upon request by eQuibbly, you agree to defend, indemnify and hold harmless eQuibbly and its employees, agents, contractors, officers and directors, and Neutrals from all liabilities, claims and expenses, including attorney's fees, that arise from or relate to your use or misuse of the Site, including without limitation content sent or posted by you through the Correspondence Services, your connection to the Site and/or eQuibbly services, your non-compliance with these Terms and Conditions of Use, or your violation of any third-party rights. eQuibbly reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with eQuibbly in asserting any available defenses.

Intellectual Property Rights
eQuibbly does not claim ownership to any End User Content.

You agree that without limitation, any suggestions, ideas, concepts for the improvement or modification of eQuibbly's products and services ("Ideas"), submitted by you or anyone acting on your behalf, including your employees, are the property of eQuibbly without any further consideration to you, whether or not such Ideas are incorporated into eQuibbly products and services. None of the Ideas shall be subject to any obligation of confidentiality on the part of eQuibbly and eQuibbly shall not be liable or owe any compensation for any use or disclosure of the Ideas. Accordingly, eQuibbly requests that you be mindful of the rights you are granting to eQuibbly by providing comments, feedback or other End User Content.

You acknowledge that: (a) eQuibbly does not guarantee the accuracy, copyright compliance, legality, integrity, quality, or decency of any End User Content; and (b) posting your name, contact information, and any personal information in any Correspondence Services places that information at risk.

You acknowledge that the Site may contain information, data, text, messages, works, software, music, sounds, photos, images, graphics, trademarks, tradenames, logos, videos, attachments, hyperlinks and other contents, materials and services which is generally provided by eQuibbly or by licensors of eQuibbly (collectively "eQuibbly Content"). You agree and acknowledge that, notwithstanding that eQuibbly permits access to the eQuibbly Content, the eQuibbly Content is protected by copyrights, trademarks, patents and other proprietary (including intellectual property) rights (collectively "Intellectual Property Rights"), that these Intellectual Property Rights are valid and protected in all media now existing or later developed, and that except as specifically provided in these Terms and Conditions of Use, your use of the eQuibbly Content shall be governed and constrained by applicable domestic and foreign laws governing Intellectual Property Rights. eQuibbly hereby grants to you a limited, non-exclusive, revocable, non-transferable license to use the eQuibbly Content solely for your personal use relating to your use of the Correspondence Services. Except as expressly set out herein, neither you nor anyone acting on your behalf, including your employees, acquires any Intellectual Property Rights relating to any eQuibbly Content or End User Content, including without limitation the right to modify, publish, transmit, communicate, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, incorporate into another web site, or in any other way exploit any of the eQuibbly Content or software or End User Content, in whole or in part. Any grants not expressly granted herein are reserved.

You acknowledge that any End User Content provided by a user shall not be deemed to be eQuibbly Content, or to be representative of the views or opinions of eQuibbly. Views expressed on the site are not endorsed by eQuibbly.

In addition to eQuibbly's and its licensors' Intellectual Property Rights in individual elements of the eQuibbly Content, you acknowledge and agree that eQuibbly owns a copyright in the selection, coordination, arrangement and enhancement of the eQuibbly Content.

Equibbly, names and logos are the property of eQuibbly and are registered and/or used in the U.S. and Canada and other countries around the world. All other trademarks are the property of their respective owners.

Modifications to Services Provided
eQuibbly reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any services provided through the Site (or any part thereof), including without limitation the Correspondence Services, with or without notice, or in accordance with the terms of your separate written agreement with eQuibbly. You agree that eQuibbly shall not be liable to you or to any third party for any modification, suspension or discontinuance of such services.

*Charges and Fees**
eQuibbly reserves the right at any time to charge fees for access to portions of the Site or the service as a whole. However, in no event will you be charged for access to the Site unless we obtain your prior agreement to pay such charges. Thus, if at any time eQuibbly requires a fee for portions of the services provided that are now free (e.g., a domestic subscription fee), eQuibbly will give you advance notice of such fees and the opportunity to cancel the account before such charges are imposed. All new fees, if any, will be posted in the notification area of your Account or via email and in other appropriate locations on the Site. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to charges for any products or services offered for sale through the Site by eQuibbly or by any other vendor or service provider. All fees and charges shall be billed to and paid for by you. You shall pay all applicable taxes relating to use of the Site through your account.

Violation of Terms and Conditions of Use and Termination
eQuibbly may, in its sole discretion, advise you of any breach by you of these Terms and Conditions of Use or any inappropriate behavior on your part and any necessary corrective action to such breach or behavior. However, if this Site or any eQuibbly services are used in a way in which eQuibbly, in its sole discretion, deems to violate these Terms and Conditions of Use, eQuibbly may take any responsible actions it deems appropriate. Such action may include, but is not limited to, temporary or permanent removal of content, filtering of Internet transmissions, suspension and/or termination of user account, and/or the immediate suspension or termination of any or all portions of the Correspondence Services. eQuibbly shall not be liable in any way for any such responsive actions. The above-described actions are not eQuibbly's exclusive remedies and eQuibbly may take any other legal, equitable or technical action it deems appropriate.

eQuibbly reserves the right to investigate suspected violations of these Terms and Conditions of Use. You hereby authorize eQuibbly to cooperate with: (a) law enforcement authorities in the investigation of suspected criminal violations or other violations of law; (b) system administrators at Internet service providers, networks or computing facilities in order to enforce these Terms and Conditions of Use; and (c) rights holders, or persons we believe may be rights holders, in order to enforce these Terms and Conditions of Use. Such cooperation may include eQuibbly providing your username, IP address or other identifying information and other information related to the above matters. Upon termination of any account you may have with eQuibbly, you authorize eQuibbly to delete any files, programs, data and messages associated with such account.

Notwithstanding the foregoing, eQuibbly reserves the right, in its sole discretion, to terminate your access to the Site and eQuibbly services or any portion thereof, for any reason without notice.

Notice
All demands, notices, communications and reports required to be sent by you under these Terms and Conditions of Use, including any notice of infringement of your copyright, shall be in writing and shall be personally delivered or sent by reputable overnight courier services (delivery charges prepaid) to eQuibbly at the address specified below:

eQuibbly
110 Cumberland Street, Unit 352
Toronto, Ontario, Canada
M5R 3V5
Attention: Legal Department

All demands, notices and communications required to be sent by eQuibbly under these Terms and Conditions of Use shall be in writing and shall be either sent by facsimile transmission with confirmation to your last known number, by e-mail to your last known e-mail address, or personally delivered or sent by reputable overnight courier services (delivery charges prepaid) to your last known physical address. Any such demand, notice or communication sent to you by eQuibbly will be deemed effective when it has been sent.

Legal information

eQuibbly may provide links to other websites which could provide some information about laws and regulations – this does not constitute specific or general advice from eQuibbly. The ideas, general principles and conclusions presented at this site may differ depending on local, state and federal laws and regulations and court cases. Because the law constantly changes and varies from jurisdiction to jurisdiction, and is subject to varying interpretations, users are urged to consult professional legal counsel in his or her country, State or Province regarding the applicability any points of law discussed at these websites to any specific or general problem. This website should not be used as a substitute for competent legal advice.

The information contained at eQuibbly has been prepared by eQuibbly as a service to its users and the Internet community and is not intended to constitute legal advice. eQuibbly has used reasonable efforts in collecting, preparing and providing quality information and material, but does not warrant or guarantee the accuracy, completeness, adequacy or currency of the information contained in or linked to this Site or any other eQuibbly affiliated or referenced site. Users of information from this Website or any other eQuibbly Website or links do so at their own risk.

Any reference made by this Site or any other eQuibbly website to any specific commercial product, process, or service (or provider of such product, process or service) by trade name, trademark, hyperlink, or otherwise, does not constitute or imply an endorsement, recommendation, or favoring by eQuibbly. Content on this and any other eQuibbly website may be provided by third parties and users. Any opinions, advice, statements, services, offers or other information expressed or made available by third parties, including information providers, users or others, are those of the respective author(s) or distributor(s) and do not necessarily state or reflect those of eQuibbly.

Content and Services

eQuibbly is a website in which some users of the Site (the "Users"), and mediators and arbitrators and other neutrals ("Neutrals") may provide advice or services, or make binding decisions at the request of Users. eQuibbly does not warrant the validity of the information, nor does it guarantee the quality of the work product. Because authentication on the Internet is difficult, eQuibbly cannot and does not confirm that these persons are who they claim to be. eQuibbly is not a party to the dealing, contracting and fulfillment of any agreement between a Neutral and a User of the site including the arbitration and mediation services offered by a Neutral ("Neutral Services"). eQuibbly has no control over and does not guarantee the quality, safety or legality of Neutral Services advertised, the truth or accuracy of their professional listings on the site, the qualifications, background, or abilities of Neutrals, the ability of Neutrals to deliver Neutral Services, the ability of Users of those services to pay for Neutral Services, or that a User or Neutral can or will actually complete a transaction. eQuibbly is not required to and does not verify any information given to us by Neutrals, nor does eQuibbly perform background checks on Neutrals. However, eQuibbly may provide information about a Neutral based on data given to us by the Neutral or a third party. Such information is provided solely for the convenience of Users and is not an endorsement or recommendation by eQuibbly All rights and obligations for the purchase and sale of Neutral Services are solely between User and Neutral. Users and Neutrals must look solely to the other for enforcement and performance of all the rights and obligations arising from any services provided and any other terms, conditions, representations, or warranties associated with such dealings.

The determination of the need for legal advice and the choice of a Neutral are extremely important decisions and should not be based solely upon advertisements or self-proclaimed expertise. Users must do all necessary research and satisfy themselves that the Neutrals and their advice is appropriate given your particular circumstances. You should contact your local bar association and do your own due diligence. eQuibbly does not refer attorneys to users.

eQuibbly does not review the contents of the listings which are provided by Neutrals or any links to or from eQuibbly; eQuibbly is not responsible for any material or information contained in the linked sites or provided by users of this Site.

A description or indication of limitation of practice by a Neutral does not mean that any agency or board has certified such Neutral as a specialist or expert in any indicated field of law practice, nor does it mean that such Neutral is necessarily any more expert or competent than any other person. All potential users of the Site are urged to make their own independent investigation and evaluation of any person being considered for services offered by the Site.

eQuibbly does not warrant the truth or accuracy of what the Neutrals have represented to eQuibbly or what they have requested to be listed and made public on the Site. Specifically, without in any way limiting any other provision of this Agreement, eQuibbly does not control, warrant, or guarantee the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of the Neutrals to render expert services, or consumers of expert services to purchase them. eQuibbly does not control, warrant, or guarantee that any User is who he or she claims to be or is not acting under false pretenses.

By using this Website, you are agreeing that under no circumstances will eQuibbly, or its employees, agents, affiliates, contractors, or officers and directors, be responsible for (1) any information contained on or omitted from the Site, (2) any person's reliance on any such information, whether or not the information is correct, current or complete, (3) the consequences of any action you or any other person takes or fails to take, whether or not based on information provided by or as a result of the use of the Website and eQuibbly, and its employees, agents, affiliates, contractors, and officers and directors also have no responsibility for (4) any person's satisfaction with any expert, consultant, provider, Neutral, attorney, professional or law firm, whether relating to competence, diligence, or otherwise, (5) the results of any information, testimony or services provided given by or representation from any expert, consultant, provider, Neutral, attorney, professional, or law firm or (6) the failure or refusal of any expert, consultant, provider, Neutral, attorney, professional or law firm to respond to you.

eQuibbly reserves the right to remove any law firm, attorney, expert, Neutral or others listed on the eQuibbly sites at its sole discretion. eQuibbly is in no obligation to sell its product to companies or firms or other persons if eQuibbly feels that it is not in its best interest.

Survival
The provisions of these Terms and Conditions of Use shall survive the cancellation, termination or expiry of these Terms and Conditions of Use.

Mediators and Arbitrators and other Neutrals
eQuibbly has the right to disclose to persons using the Site who are parties to a dispute intended to be posted on the site (Parties), relevant background information about arbitrators, mediators and other neutrals (Neutrals) which was previously provided to the eQuibbly by such Neutrals. Neutrals acknowledge that such background information is intended to be used by the Parties when selecting Neutrals.

Advice Given and Decision Made by Neutrals
The Site's services includes an Internet-based alternative dispute resolution system through which you may have arbitration or mediation proceedings conducted online, as administered by eQuibbly. Your use of the Site is subject to eQuibbly's acceptance of your online dispute post request and your agreement to these Terms of Use and the applicable eQuibbly rules and dispute resolution procedures. You shall pay to eQuibbly all fees owing to eQuibbly for your use of the Site's services in accordance with the eQuibbly's Fee Schedule if one is presented on the Site for such services. Such fees are nonrefundable.

Lawsuit
You agree not to sue eQuibbly, or bring any form of legal action to bear against eQuibbly, and its employees, agents, contractors, officers and directors, Neutrals and to indemnify and hold harmless eQuibbly and its employees, agents, contractors, officers and directors, and Neutrals from all liabilities, claims and expenses, including attorney's fees, that arise from or relate to any person or company or other entity who is not an employee or officer or director of eQuibbly, that uses the Site or misuses the Site, including without limitation content sent or posted by them on the Site or through the Correspondence Services, their connection to the Site and/or eQuibbly services, and their non-compliance with these Terms and Conditions of Use, or their violation of any third-party rights including your rights. You agree that if you violate this term of use of eQuibbly services, and/or you or any of your affiliates or subsidiaries sue eQuibbly, or bring any form of legal action to bear against eQuibbly, you will, at your own expense, indemnify and hold harmless eQuibbly and its employees, contractors, officers and directors, and Neutrals from all liabilities, claims and expenses, including attorney's fees, that arise from or relate to any legal action you or any of your affiliates or subsidiaries initiate or bring against eQuibbly.

FOR ALL SIGNINGS
If you choose to start or complete a signature, witnessing, record, or notarization of any kind, you agree to comply with any relevant law, including the state version of the Uniform Electronic Transactions Act and federal ESIGN act. You also agree that you have the right to use traditional paper products for any signature, including from any notary or counter-party using this Site, and agree to conduct the transaction by electronic means using eQuibbly to securely sign and store the electronic record.

You agree to accept digital certificates, and if not, will stop using the Site immediately. You have been advised and understand that any interaction on this Site or with any representative of eQuibbly is not legal advice. eQuibbly, its employees, agents, affiliates, contractors, officers and directors or any Neutral is NOT AN ATTORNEY LICENSED TO PRACTICE LAW AND MAY NOT GIVE LEGAL ADVICE OR ACCEPT FEES FOR LEGAL ADVICE.

Electronic or Verbal Signatures and Verification
The eQuibbly signing process may result in an electronic or verbal signature. You understand and accept that the same legal rights and obligations occur with any resulting electronic or verbal signature through the eQuibbly system, the Site, or through an eQuibbly representative as with physical ink to paper signature. You agree that you have the option to use traditional physical ink signature, and you choose to forgo that option. You agree to use digital certificates as a possible form of signature. You represent that any party to a document signed using eQuibbly agrees to the use of electronic signatures completed using eQuibbly. You are satisfied that the eQuibbly process completes and binds documents in such a way that any change is detectable and that the signature is verifiable.

eQuibbly shall have a mechanism for appropriate parties to evaluate and validate a signature signed using the eQuibbly process. eQuibbly may identify an individual using satisfactory evidence of identity at its sole discretion. eQuibbly make no warrant or representation that you or any signer is a member of any organization of any kind, or has any ability to sign for any organization whatsoever.

Operational and Security Requirements
eQuibbly, in its effort to perform its identity verification, signing and other functions, is able to collect and retain unlimited user input, including all relevant computer data, including but not limited to access logs, IP addresses, user click data, and other user information. If you create an audio or visual recording using the Site for notarization, identification, or other purpose, then we can retain that recording. eQuibbly will not create any such audio or visual recording without your consent.

Accounts, Passwords and Security
Certain features or services offered on or through the Site may require you to open an account by inputting an email (as a User ID), password, and/or potentially other information. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify eQuibbly immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by eQuibbly or any other user of or visitor to the Site due to someone else using your User ID, password or account as a result of your failing to keep your account information secure and confidential.

You may not use anyone else's User ID, password or account at any time for any reason. eQuibbly shall not be liable for any loss or damage arising from your failure to comply with these obligations.

General Provisions
eQuibbly's affiliates and the directors, officers and employees of eQuibbly and its affiliates are intended third party beneficiaries for the purpose of Section of these Terms and Conditions of Use. Except as otherwise specifically stated in such provisions, these Terms and Conditions of Use are for the benefit of you and eQuibbly and not for any other person or entity.

No party is to be deemed to have waived or forfeited any right under these Terms and Conditions of Use, whether on the basis of failure, delay or any other legal or equitable doctrine, unless such waiver is made in writing signed by an authorized signatory of the party against whom the waiver is sought to be enforced. Waiver of any provision, or any breach of any provision, of these Terms and Conditions of Use in one instance shall not constitute a waiver as to any other instance.

These Terms and Conditions of Use are to be governed by and construed under the laws of the Province of Ontario. If you reside outside of Canada, at the option of eQuibbly, these Terms and Conditions of Use are to be governed by and construed under the laws of the State of New York, excluding any body of law governing conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to these Terms and Conditions of Use. You irrevocably waive any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the jurisdiction of the courts located in the Province of Ontario or the State of New York (the choice of the two at the sole option of eQuibbly), as the case may be, for any such claims arising from or related to these Terms and Conditions of Use. The parties specifically agree that, in the event that there is a dispute under these Terms and Conditions of Use and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial. The parties hereby waive all rights to a trial by jury in any matter related to or arising from these Terms and Conditions of Use.

Any disagreement or dispute arising out of or relating to these Terms and Conditions of Use, or the breach thereof, which the parties are unable to resolve after good faith negotiations, shall be submitted first to the upper management level of the parties. The parties, through their upper management level representatives shall meet within thirty (30) days of the dispute being referred to them and if the parties are unable to resolve such disagreement or dispute within 30 days of meeting, except to the extent specifically prohibited by applicable law in your jurisdiction, such disagreement or dispute shall be settled by final and binding arbitration to be conducted in Ontario, Canada using the eQuibbly Site in accordance with the Site's "Arbitration Rules" for conducting a private dispute posted for binding-arbitration. Each party shall bear one half of the costs associated with the arbitration proceedings. No dispute between the parties, or involving any person but you, may be joined or combined together, without the prior written consent of eQuibbly. Judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof. Notwithstanding the foregoing, eQuibbly has the right to institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a court of law for claims or disputes regarding your violation or threatened violation of Section or of these Terms and Conditions of Use.

No joint venture, partnership, employment or agency relationship exists between you and eQuibbly as a result of these Terms and Conditions of Use or use of this Site and/or eQuibbly services.

To the extent any provision or portion thereof of these Terms and Conditions of Use is determined to be illegal, invalid or unenforceable by a competent authority in any jurisdiction, then such determination of that provision or portion thereof will not affect: (a) the legality, validity or enforceability of the remaining provisions of these Terms and Conditions of Use; or (b) the legality, validity or enforceability of that provision in any other jurisdiction, and that provision (or portion thereof) will be limited if possible and only thereafter severed, if necessary, to the extent required to render the Agreement valid and enforceable.

The governing language of these Terms and Conditions of Use shall be English. If these Terms and Conditions of Use are translated into a language other than English, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translated version thereof. Unless, and only to the extent, prohibited by law in your jurisdiction, any and all disagreements, disputes, mediation, arbitration or litigation relating to these Terms and Conditions of Use shall be conducted in the English language, including, without limitation, any correspondence, discovery, submissions, filings, pleadings, oral pleadings and arguments, and orders or judgments.

These Terms and Conditions of Use constitute the entire agreement of the parties with respect to the subject matter hereof and there are no provisions, understandings, communications, representations, warranties, undertakings, collateral agreements or agreements between the parties relating to the Site other than as set out in these Terms and Conditions of Use. These Terms and Conditions of Use supersede any prior or contemporaneous provisions, understandings, communications, representations, warranties, undertakings, collateral agreements and agreements between the parties, whether oral or written, with respect to the subject matter hereof, and you acknowledge that you have not relied on any of the foregoing in agreeing to enter into these Terms and Conditions of Use.

You will, at your expense, obtain and maintain all licenses, registrations and approvals required by the government authorities or applicable law in your jurisdiction for the execution and performance of these Terms and Conditions of Use or any related license agreements.

Changes to Site Information
While every effort has been made to ensure technical accuracy, information on the Site is subject to change without notice, and does not represent a commitment on the part of eQuibbly. If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict. These terms control the relationship between eQuibbly and you. They do not create any third party beneficiary rights.