1. Contract
The Website on which these Terms appear (“Company Website”) is owned and operated by Naqi Logix Inc.(“Company”). By accessing or using the Company Website, you are expressing and confirming your agreement to
be bound by these Terms. If you are not willing to be bound by, and comply with, these Terms, then, you are not
permitted to access or use the Company Website, and you must immediately exit the Company Website.
Company may modify or expand these Terms, at any time as it sees fit in its discretion. Accordingly, each time that
you access or use the Company Website you are confirming your agreement to be bound by the Terms in their form
at that time, and each such instance establishes a new contract between you and Company on the basis set out in the
modified and/or expanded Terms.
2. Ownership
Except as otherwise noted to the contrary, Company owns: (a) all content, programming, and data that comprise this
Website or that are made available through this Website (“Website Assets”), including goods and services,
information, text, publications, documents, opinions, views, graphics, images, HTML code, multimedia clips, Java
code, and the selection and arrangement of information; and (b) all intellectual property in, to or associated with
Website Assets, including copyrights, design rights, confidential information, trade secrets, trademarks, and
certification marks (“Company’s IP”).
3. Certification Marks
Company’s IP includes certification marks that Company uses to certify down and feather products of its Members
that meet standards established by Company. Misuse of Company’s certification marks: (a) infringes and
misappropriates Company’s IP; and (b) may also constitute material misrepresentation to the public, consumer
deception, illegal trade practices, and/or misleading advertising.
4. Access, Use, Downloading and Copying
You must not access or use areas of the Company Website that expressly restrict or limit access except by authorized
persons, which may include written notice or protective measures (such as user ID and password).
You may access and use unrestricted areas of the Website as reasonably required to learn about Company and its
operations and products, and Company’s members. You may download and copy pages from unrestricted areas of
the Company Website, in good faith, exclusively for your own personal, non-commercial, reference to the extent
reasonably required for Authorized Purposes. You must not engage in or authorize, directly or indirectly, any activity
that involves Company’s Website Assets except to the extent that such activity is expressly permitted by these
Terms. For greater certainty, any use, reproduction or dissemination of Website Assets for public or commercial
purposes is strictly prohibited.
Unauthorized access, use, sharing, modification, downloading, and/or copying of any Website Assets will breach
these Terms and may violate laws, including those that protect Company’s IP. If you make an authorized copy of any
Website Assets, you must retain all Company’s copyright and other proprietary notices that may be displayed on the
original Website Assets. Company reserves all other rights, interests, and remedies in and related to the Website
Assets.
5. Privacy and Personal Information
Company’s collection and use of your information is governed by its Privacy Policy set out in the Website. For
convenience, a link to the Privacy Policy is provided here, but if the link is not functional, you can find the link in
the same area of the Website that contains these Terms.
6. Disclaimer of Warranties
Website Assets are provided for convenience and informational purposes, AS IS, without any representations,
warranties or conditions of any kind, express or implied, including but not limited to, implied warranties of
merchantability, fitness for a particular purpose or non-infringement of intellectual property rights. No
representations or warranties are made concerning the accuracy, completeness, timeliness or reliability of the
Website Assets, or of any information contained in any site linked to the Company Website. Company reserves the
right to make changes and corrections to Website Assets at any time, without notice. Company does not warrant or
guarantee uninterrupted or error-free access to this Website, to any site linked to this Website, or to the availability
of Internet e-mail links that may be provided on this Website. Absent the use of encryption, the Internet is not a
secure medium and the confidentiality of communications and transmissions through the Internet cannot be ensured
by Company.
7. Exclusion of Liability
Company has no control and takes no responsibility for the non-delivery, loss, delay, defect or alteration to
communications and transmissions through the Internet. Company will not be responsible for any damages you or
any third party may suffer caused by the transmission of confidential information through the Internet e-mail links or
forms on this Website. IN NO EVENT SHALL Company, ITS VOLUNTEERS, MEMBERS, SUBSIDIARIES OR
AFFILIATES, OR THEIR EMPLOYEES, DIRECTORS OR OFFICERS, BE LIABLE TO A WEBSITE USER OR
ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES, INJURY, LOSS, COSTS OR EXPENSES, INCLUDING BUT NOT LIMITED TO LOST REVENUE
OR GOODWILL, BUSINESS INTERRUPTION, LOST OR DAMAGED DATA OR ANY OTHER
COMMERCIAL OR ECONOMIC LOSS, WHETHER BASED IN CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. The foregoing exclusion shall apply even if
Company has been advised or should have known of the possibility of such damages.
8. Hyperlinks
This Website may contain hyperlinks to other sites that are provided as a convenience. These other sites were
independently developed by parties other than Company and Company assumes no responsibility for the accuracy or
appropriateness of the information or links contained on such sites. The inclusion of any link to another site does not
imply endorsement of the content or practices of any such site by Company. If you decide to access a linked third
party Website, Company disclaims any warranty or liability for damages associated to the use of such links.
If you wish to establish a hyperlink to the Home Page of Company’s Website, you: (a) must first obtain Company’s
express approval; (b) you must do so using text and images provided or approved by Company, in the manner and
location specified by Company; and (c) you must abide by any terms and conditions stipulated by Company at that
time. If approval of the link is granted, Company may provide you with a non-exclusive, limited license to use one
or more of Company’s trade-marks solely for the purpose of hyperlinking to Company’s site.
9. Malware
While Company makes reasonable efforts to protect Company’s Website from computer viruses and the like,
Company cannot guarantee that a virus or other malware will not be distributed via the Company Website. You are
exclusively responsible to take the appropriate precautions to scan communications for computer viruses and other
malware. Under no circumstances will Company be liable in any way for the unintentional distribution of any
viruses or malware. You must not intentionally, and by using this Website you agree to use best efforts not to, post or
send communications to Company that contain viruses, Trojan horses, worms, time bombs, malware or other
computer malware intended to damage, detrimentally interfere with, or surreptitiously intercept any system, data or
information.
10. General
If you access this Website from outside of Canada, you do so at your own risk and are responsible for compliance
with the laws of your jurisdiction. These Terms of Use are governed by and shall be interpreted in accordance with
the laws of the province of Ontario and the laws of Canada, excluding conflicts of laws principles. If any provision
of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision
shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
By accessing or using Company’s Member Only Area, members of Company (“Members”) agree to the following
Terms of Service:
1. Application of Public Terms
Except as may be expressly provided otherwise below, Company’s Terms of Access/Use for the public apply equally
to Members, and the Members agree to be contractually bound by them.
2. Passwords and Accounts
To the extent that Company establishes a secure login area for Members:
2.1 Members are responsible for maintaining the confidentiality of their Members Only Area password and account
information, and they are fully responsible for all activities that occur under their password or account.
2.2 Each Member agrees that: (a) it will immediately notify Company of any unauthorized use of the Member’s
password or account or any other breach of security; and (b) its representatives will exit from the Member’s
account at the end of each session.
2.3 Each Member accepts full responsibility for complying with this Section 2, and for all liability that may arise as
a consequence of the Member or any of its representative failing to comply with this provision.
3. Members Only Area
The Members Only Area is to be used only for purposes, and in the manner, established by Company from time to
time. Company is not responsible for any use of the Members Only Area for any other purposes or in any other
manner. Any opinion expressed on the Members Only Area are the opinions of the Members who posted the opinion
and is not the opinion of Company. All information, data, text, software, messages or other materials (“Content”),
whether publicly posted at, or privately transmitted through, the Members Only Area are the sole responsibility of
the Member from whom the Content originated. The Member is entirely responsible for all Content that the Member
uploads, posts, emails or otherwise transmits via the Members Only Area, and Company, has no responsibility or
liability for such items. Company does not control the Content posted via the Members Only Area and, as such, does
not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will Company be liable in
any way for any Content posted at or transmitted through the Members Only Area, including, but not limited to, any
errors or omissions in any Content, or for any loss or damage of any kind that may be incurred as a result of the use
of any Content posted, emailed or otherwise transmitted through the Members Only Area.
4. Specific Prohibitions
For greater certainty, Members must not use the Members Only Area in a manner that constitutes or enables any of
the following acts or omissions: (a) uploading, posting, emailing or otherwise transmitting any Content that is
unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of
another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harming minors in any way; (c)
impersonating any person or entity, including, but not limited to, a forum leader, guide or host, or falsely state or
otherwise misrepresent affiliation with any person or entity; (d) forgoing headers or otherwise manipulating
identifiers in order to disguise the origin of any Content transmitted through the Members Only Area; (e) uploading,
posting, emailing or otherwise transmitting any Content that the Member does not have the right to transmit under
any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential
information learned or disclosed as part of employment relationships or under nondisclosure agreements); (f)
uploading, posting, emailing or otherwise transmitting any Content that infringes any patent, trademark, trade secret,
copyright or any other kind of proprietary right (“Rights”) of any party; (g) uploading, posting, emailing or
otherwise transmitting any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,”
“chain letters”, “pyramid schemes,” or any other form of solicitation; (h) uploading, posting, emailing or otherwise
transmitting any material that contains software viruses, malware, 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; (i) disrupting the normal flow of dialogue or otherwise impairing or subverting other Members’ ability
to engage in real time exchanges; (j) interfering with or disrupting the Members Only Area or servers or networks
connected to the Members Only Area, or violating any requirements, procedures, policies or regulations of networks
connected to the Members Only Area; (k) violating any applicable local, provincial, national or international law,
and any regulations having the force of law; (l) “stalking” or otherwise harassing another user; or (m) collecting or
storing personal data about other users.
5. Managing Members Only Area
Members acknowledge and agree that: (a) Company does not pre-screen Content; (b) Company and its designees
shall have the right (but not the obligation) in their sole discretion to refuse, move or delete any Content that is
available via the Members Only Area; (c) for greater certainty, Company and its designees shall have the right to
remove any Content that violates these Terms of Service or is otherwise objectionable; (d) Members must evaluate
and bear all risks associated with the use of any Content at the Members Only Site, including any reliance on the
accuracy, completeness, or usefulness of such Content.
6. Preservation and Disclosure of Content
Members acknowledge and agree that Company may preserve Content and may also disclose Content if required to
do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply
with legal process; (b) enforce this Terms of Service agreement; (c) respond to claims that any Content violates the
rights of third-parties; or (d) protect the rights, property, or personal safety of Company, its users and the public.
7. Compliance With Law
Recognizing the global nature of the Internet and the fact that Members may operate in many countries, each
Member agrees to comply with all local rules regarding online conduct and acceptable Content. For greater certainty,
Members agree to comply, inter alia, with all applicable laws regarding the use of personal information, protection
of privacy, contacting others without their consent, and the transmission of technical data exported from Canada, the
United States or the country in which the member resides.
8. Compulsory License
Each Member grants to Company a royalty-free, perpetual, irrevocable, non-exclusive and fully sub-licensable right
and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display
such Content (in whole or part) worldwide, and/or to incorporate the Content in other works in accordance with the
policies and procedures adopted by Company from time to time.
9. Misappropriation/Misuse
In addition to the other restrictions set out or referenced in these Terms, Members must not reproduce, duplicate,
copy, sell, resell or exploit for any commercial purposes, or in any manner not expressly permitted by Company, any
portion of the Members Only Area (including Content posted by other Members), use of the Members Only Area, or
access to the Members Only Area.
10. Company’s Control
Company may, at any time and from time to time, modify or discontinue, temporarily or permanently, in whole or in
part, the Members Only Area, with or without notice. Company shall not be liable to Members or to any third party
for any modification, suspension or discontinuance of the Members Only Area. Company in its sole discretion, may
terminate a Member’s password, account (or any part thereof) or use of the Members Only Area, and may remove
and discard any Content within the Members Only Area, for any reason, including, without limitation, for lack of
use or if Company believes that the Member has violated or acted inconsistently with the letter or spirit of these
Terms of Service.