Terms and Conditions

<h2>Legal</h2>
<h3>Terms and Conditions of Use</h3>
<p>This intranet website (the “Intranet Site”) is intended for use only by existing authorized distributors of K.R. Moeller Associates Ltd. and its subsidiaries and affiliates (“KRM”), and direct employees thereof. The following are terms of a legal agreement between you and KRM.
By registering for and using the Intranet Site, you represent that you are a current authorized distributor of KRM or a direct employee thereof, and you acknowledge that you have read, understood and agree to abide by and comply with all terms, conditions and notices contained in or referenced by these Terms and Conditions of Use. Please read them carefully. Note that these Terms and Conditions are different to and supersede those of any unrestricted access areas of KRM’s website. You further agree to be governed by any additional terms and conditions that may apply to you arising out of your registration, access, browsing and/or use of the Intranet Site, whether contained in this site or in a separate agreement with KRM, including without limitation any non-disclosure and/or non-compete agreements. In the event of any conflict between these Terms and Conditions of Use and such additional terms and conditions, these Terms and Conditions of Use shall govern to the extent of the conflict. If you do not agree to these Terms and Conditions of Use, please do not use the Intranet Site.
KRM reserves the right, in its sole discretion, to update or revise these Terms and Conditions of Use and to post such updated or revised Terms and Conditions of Use on the Intranet Site. Please check the Terms and Conditions of Use periodically for changes. Your continued use of the Intranet Site following the posting of any changes to the Terms and Conditions of Use constitutes acceptance of those changes.</p>
<h3>Security Information</h3>
<p>In order to use the Intranet Site, you must be granted access by KRM through your own unique username and password (“Login Information”). You must ensure that your Login Information remains secure and is not disclosed to anyone else at any time. You will be responsible for all activities that occur under your Login Information. It is your responsibility to immediately notify KRM of any unauthorized use of your Login Information or any other breach of security as soon as you become aware of such unauthorized use or breach.</p>
<h3>Confidentiality</h3>
<p>Access to the Intranet Site is for internal use only. The materials contained in the Intranet Site are potentially sensitive and are of a highly confidential nature. This includes, but is in no way limited to various KRM documents, policies and practices, the disclosure of which could be highly detrimental to the best interests of KRM. You must not at any time make any of the materials available to anyone else without specific authorization from KRM. You may not modify, copy, print, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from the Intranet Site for any purpose unrelated to your role as an authorized distributor of KRM or direct employee thereof, or without KRM's express prior written consent.</p>
<p>You are responsible for maintaining the confidentiality of your Login Information and for restricting access to your computer so others may not gain unauthorized access to the Intranet Site.</p>
<h3>Privacy</h3>
<p>From time to time, you may be requested to provide KRM with personal information. Such personal information is subject to KRM's Privacy Policy, except where use or disclosure of such personal information is appropriate in KRM’s reasonable opinion for the purposes of protecting the confidentiality of the Intranet Site and the information it contains. To view KRM's Privacy Policy, please visit the following link: http://www.logison.com/Privacy.html.</p>
<p>KRM may monitor and/or intercept any and all use of the Intranet Site, including any use by you, and may audit and review all information contained in the Intranet Site.</p>
<h3>Your Use Obligations</h3>
<p>In consideration of your use of the Intranet Site, you agree to: (a) provide true, accurate, current and complete information about yourself where prompted by this site (such information being the “Personal Data”); and (b) maintain and promptly update the Personal Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or KRM has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, KRM has the right to suspend or terminate your access to the Intranet Site and refuse any and all current or future use of the Intranet Site (or any portion thereof).
You are responsible for all activities undertaken by you using any service provided by KRM, including, without limitation, access to materials on the Intranet Site or Internet (whether at a password protected site or not) and use of email. All such activities are at your own risk. You shall not use, nor permit others to use, the Intranet Site or any KRM services provided through the Intranet 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 will not disrupt the functioning of the site, solicit another user's Login Information, 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.</p>
<p>When you visit this site or send e-mails to KRM, you are communicating with KRM electronically, and you consent to receiving communications from KRM electronically. KRM may communicate with you by e-mail or by posting notices on the Intranet Site. You agree that all agreements, notices, disclosures and other communications that KRM provides to you electronically satisfy any legal requirement that such communications be in writing. Any feedback that you provide shall be deemed to be non-confidential.
Notwithstanding the foregoing, any suggestions, improvements or modifications to KRM products and services (“Enhancements”) made by you or anyone acting on your behalf, including your employees or agents, will be the property of KRM without any further consideration to you, whether or not such Enhancements are incorporated into KRM products and services.</p>
<h3>Prohibited Uses</h3>
<p>You may not use the Intranet Site and/or KRM services in any manner which could damage, disable, overburden, or impair this site and/or any KRM services (or the network(s) connected to such site or services) or interfere with any other party's use and enjoyment of the Intranet Site and/or KRM services. You may not attempt to gain unauthorized access to the Intranet Site and/or any KRM service, other accounts, computer systems or networks connected to the Intranet Site, through impersonation, hacking, password mining or any other means. You may not misuse any information found on the Intranet Site, or obtain or attempt to obtain any materials or information through any means not intentionally made available to you through the Intranet Site by KRM.</p>
<p>KRM reserves the right at all times to disclose any information as KRM deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in KRM's sole discretion.
KRM reserves the right at all times to suspend or terminate your access to or use of the Intranet Site at its sole discretion. Breach of any of the Terms and Conditions of Use described above and/or the terms of any separate written agreement between you and KRM could result in denying you access to the Intranet site as well as other disciplinary measures up to and including termination of your distributorship with KRM.</p>
<h3>Downloads</h3>
<p>All content and/or software that is made available to view and/or download in connection with the Intranet Site, including without limitation text, audio, graphics, user interfaces, visual interfaces, photographs, images, trademarks, logos, sounds, music, artwork and computer code, but excluding content and/or software that may be made available by end-users through a Communication Service, (“Software”) is owned, controlled, or licensed by or to KRM, and is the copyrighted work of KRM and/or its suppliers and is protected by copyright laws and international treaty provisions. Your use of the Software is governed by the terms of the software license agreement, if any, which accompanies or is included with the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.</p>

<h3>Third Party Information and Links</h3>
<p>The Intranet Site may contain links to third party websites (“Linked Sites”), and may incorporate information obtained from third parties (“Third Party Information”). The Linked Sites and Third Party Information are not under the control of KRM, and KRM is not responsible for the contents of any Linked Site or Third Party Information, including without limitation the accuracy, copyright compliance, legality, decency, links or any other aspect of the Linked Sites. KRM is not responsible for any form of transmission received from any Linked Site nor is KRM responsible if the Linked Site is not working appropriately. KRM provides such links and information to you only as a convenience, and the inclusion of any link or Third Party Information does not imply endorsement by KRM of the site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites.</p>
<p>Any dealings with third parties conducted through the Intranet 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. KRM shall not be responsible or liable for any part of any such dealings.</p>
<h3>Disclaimer of Warranties</h3>
<p>UNDER NO CIRCUMSTANCES DOES KRM WARRANT THAT THE FUNCTIONAL ASPECTS OF THE INTRANET SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE INTRANET OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND OTHER CONTENT CONTAINED IN THE INTRANET SITE OR OBTAINED FROM A LINKED SITE ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY.</p>
<p>KRM HAS MADE REASONABLE EFFORTS TO POST CURRENT AND ACCURATE INFORMATION ON THE INTRANET SITE; HOWEVER, KRM ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED IN THE INTRANET SITE. UNDER NO CIRCUMSTANCES WILL KRM BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE INTRANET SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THE INTRANET SITE IS SOLELY AT YOUR OWN RISK.</p>
<p>KRM RESERVES THE RIGHT TO MAKE CHANGES TO THE INTRANET SITE OR THE INFORMATION IT CONTAINS AT ANY TIME WITHOUT NOTICE.</p>
<p>SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.</p>
<h3>Limitation of Liability</h3>
<p>YOU SPECIFICALLY AGREE THAT KRM SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE INTRANET SITE.</p>
<p>IN NO EVENT SHALL KRM BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, (INCLUDING WITHOUT LIMITATION, THOSE RESULTING FROM: (1) RELIANCE ON THE MATERIALS PRESENTED, (2) COSTS OF REPLACEMENT GOODS, (3) LOSS OF PROFITS, (4) DELAYS OR BUSINESS INTERRUPTIONS, (5) AND ANY THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE THE INTRANET SITE, WHETHER OR NOT KRM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.</p>
<h3>Indemnification</h3>
<p>Upon reasonable request by KRM, you agree to defend, indemnify, and hold harmless KRM and its employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of the Intranet Site, your connection to the Intranet Site and/or KRM services, your non-compliance with these terms and conditions of use, or your violation of any third-party rights. KRM 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 KRM in asserting any available defenses.</p>
<h3>Intellectual Property Rights</h3>
<p>LogiSon, Archoustics, Scamp, AccuMask and Acoustic Comfort are registered trademarks of 777388 Ontario Limited and used under license by KRM. All other trademarks, service marks and logos used and displayed on the Intranet Site are registered and unregistered trademarks of KRM. The above noted trademarks and trade dress may not be used in connection with any product or service that has not been authorized by KRM, or in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits 777388 Ontario Limited or KRM. All other trademarks not owned by 777388 Ontario Limited or KRM that appear on the Intranet Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by 777388 Ontario Limited or KRM.
Neither you nor anyone acting on your behalf, including your employees, acquire any intellectual property or other proprietary rights, including patents, designs, trademarks, copyright or trade-secrets, relating to the contents of the Intranet Site, including without limitation, software and information, except as otherwise expressly specified in an appropriate license or other mutually agreed upon, written agreement that you may have with KRM. Any grants not expressly granted herein are reserved.</p>
<p>All contents of the Intranet Site are copyrighted by KRM. All rights reserved.</p>
<h3>Modifications to Services Provided</h3>
<p>KRM reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any services (including email services) provided through the Intranet Site (or any part thereof) with or without notice, or in accordance with the terms of any separate written agreement with KRM. You agree that KRM shall not be liable to you or to any third party for any modification, suspension or discontinuance of such services.</p>
<h3>Notice</h3>
<p>All demands, notices, communications and reports required under these Terms and Conditions of Use shall be in writing and shall be either sent by facsimile transmission with confirmation to the number specified below or personally delivered or sent by reputable overnight courier services (delivery charges prepaid) to KRM at the address specified below:</p>
<address>3-1050 Pachino Court<br />
Burlington, Ontario, L7L 6B9, Canada<br />
Fax: 905.332.8480</address>
<h3>General Provisions</h3>
<p>This agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. KRM's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of KRM's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Intranet Site, KRM services or information provided to or gathered by KRM with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between you and KRM with respect to the Intranet Site and KRM services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and KRM with respect to the Intranet Site and KRM services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express will of the parties that this agreement and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.</p>