These Terms and Conditions of Use govern the use of the website sdn-naparty.com also referred to as the “NDS website". You are invited to read them carefully. These general terms and conditions of use are likely to be updated and modified periodically, which is why it is strongly recommended that you consult them regularly. The use of the site is only authorized within the framework of these General Terms and Conditions of Use. If you do not agree to these terms, do not use this site or the services offered on it. In addition, when you use current or future services or purchase services from this site, you are also subject to the applicable terms and conditions of sale.

In some cases, these General Terms and Conditions of Use may be supplemented, modified or replaced by other terms and conditions (hereinafter the "Additional Terms") depending on the service(s) you decide to access via the NDS website. In the event of any conflict between such applicable Additional Terms and the General Terms of Use, the Additional Terms will prevail for the relevant service.

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1. Acceptance of the Terms of Use

Welcome to the sdn-naparty.com website (hereinafter referred to as the "Site"), a service provided by Naparty Digital Services Inc. and/or its subsidiaries (hereinafter "NDS", "We", "Us", "Our"). By visiting or using the Site, providing Information to Us, or purchasing services from the Site, you agree to be bound by the terms and conditions set forth below (the "Terms of Use"). If you do not agree to any of these terms, please do not use the Site.

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2. Description of the service

The Site is made available to You, in Your capacity as a user (hereinafter "User(s)", "You", "Your") who connects to the Site and uses it to access information about services for customers and partners, other information and the online purchase of some of Our services (hereinafter the "Service"). You are responsible for obtaining access to the Service. Please note that this access may involve additional costs (such as the fee paid to the Internet service provider). In addition, You must provide the necessary equipment to access the Service and are responsible for it. We make every effort to ensure continuous access to the Site. However, such access may be suspended, restricted or cancelled at any time without notice and We shall not be liable if the Site is unavailable at any time, regardless of the duration and reason.

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3. Registration, Password, Security

In order to be able to make full use of the Site and purchase Our services, You must register with Us by creating a (free) account. By registering, You represent that You are 18 years of age or older, have the legal right to accept these Terms of Use, including the right to do so on behalf of Your organization if You use the Service for business purposes, and that applicable law does not prohibit You from receiving services. On this occasion, You will be asked to provide certain information and to create a username and password. You agree to (a) provide accurate, current and complete information about Yourself and (b) promptly maintain and update Your profile so that it remains accurate, current and complete. You are responsible for maintaining the confidentiality of Your account and password, in all activities involving logging into Your account or through Your password. NDS's Data Privacy Policy, which can be found on our home page http://www.sdn-naparty.com governs the use of Your personal data.

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4. Your Conduct While Using the Site or Service

As a user of the Site, You agree not to:

1. Upload, reproduce, publish, display, license, sublicense, or otherwise make available any content that is abusive, inappropriate, unlawful, harmful, threatening, abusive, harassing, distorted, defamatory, vulgar, obscene, lilegious, intrusive, hateful, or racially, ethnically or otherwise objectionable, or in violation of any applicable laws and regulations;

2. Harm minors in any way;

3. Create headers or otherwise manipulate identifying signs in order to disguise the origin of any content uploaded to the Service or the Site;

4. Upload, reproduce, publish, display, license, sublicense, or otherwise make available any content; (i) that you are prohibited by law or by contractual or fiduciary relationship from making available, (ii) that infringe any patent, trademark, trade secret or other proprietary rights of any third party, or (iii) that contain software viruses or other computer code, files or programs designed to interrupt, limit or destroy the ability of any computer software or hardware or telecommunications equipment to function;

5. Disrupt or disrupt the Site, the Service, or the servers/networks connected to the Service, or violate any requirements, procedures, policies, or regulations of networks connected to the Service;

6. Modify, adapt or hack the Site or modify any other site in such a way as to falsely imply that it is associated with the Site;

7. Use materials available on the Site (including, without limitation, texture files) unless you are expressly permitted to do so by the Site or through a separate license;

8. Obtain or attempt to obtain any materials or information through any means not intentionally provided through the Service;

9. Spying on or harassing anyone in any way;

10. Create, send, or submit unwanted email to another user of the Site or Service;

11. Collect or store personal data about other users of the Site or Service in connection with the foregoing prohibited conduct and activities and/or

12. Violate any applicable laws in any way.

Do not include hyperlinks in the content You post to Your content or sites or those of third parties without ensuring that they comply with the guidelines referred to above or are not likely to violate the Terms of Use. You acknowledge and agree that (i) We may remove any content that violates the Terms of Use and (ii) NDS may access, preserve, and disclose Your account information, as appropriate, as well as any content, if required to do so by law or if it is believed in good faith that retention or disclosure of such access is legitimately required to:

1. Comply with legal obligations;

2. Enforce the Terms of Use;

3. Respond to claims that content infringes the rights of third parties or protect the rights, property, or personal safety of any person.

By posting content on the Site or NDS Community Blogs, You grant NDS a worldwide, royalty-free, sub-licensable, assignable and non-exclusive right to use, copy, distribute, reproduce, modify, translate, adapt to NDS's standards and publicly display the content in the context of promoting Our services, for the duration of the legal protection of intellectual property rights.

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NDS may at any time suspend or block the user's access to the NDS site in cases where the user breaches the obligations stipulated in this section.

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5. Publishing Your Content on the NDS Site

The Services may allow you to post and share your own content on the Site ("User Content").

You acknowledge that User Content that You may post on the Site is Your sole responsibility and that You are also solely responsible for Your conduct on the Site. In other words, You are responsible for any User Content that You may upload, post or otherwise make available through the Site or through the Services. NDS has no control over User Content and as such cannot guarantee the legality, accuracy, integrity or quality thereof.

The User Content remains the property of the user who distributed the said User Content on the Site. By posting User Content on the Site, you grant NDS a worldwide, royalty-free, sub-licensable, assignable, and non-exclusive right to use, copy, distribute, reproduce, modify, translate, adapt to NDS's standards, and publicly display the User Content for the purposes of developing and improving Our products and services, for the full duration of the legal protection of intellectual property rights.

You acknowledge and agree that We may, without prior notice, remove any User Content that violates the Terms and Conditions.

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6. Links to the Site

You are permitted to link to the Site provided that you do not replicate the home page of the Site, and that you do not remove, distort or alter the size or appearance of Our logos; (b) Not create a frame or other browser or environment around the Site; (c) Not to imply in any way that We endorse any products or services that are Your own products or services; (d) Not to misrepresent Your relationship with Us or otherwise misrepresent Us; (e) Your site does not contain any content that is offensive, abusive or questionable to Us or any third party, does not infringe the intellectual property rights or other rights of any person, or infringes any applicable regulations or legislation. We expressly reserve the right to revoke the right granted by this section in the event of a breach of the Terms of Use and to take any action We deem appropriate. You agree to indemnify Us in full for any damage suffered by Us or any of Our group companies in the event of a breach of this section.

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7. Links to third-party sites

We do not control, contribute in any way to, or accept any responsibility for, any third-party websites linked from the Site. These links are provided to You for the sole purpose of facilitating Your navigation. By using them, you will leave the Site. We exclude all liability in this regard and do not accept or make any representations about them or about any information, software or other products or materials mentioned therein, or the results that may be obtained from their use.

Similarly, if You decide to access third-party websites that contain links to the Site, You do so at Your own risk.

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8. Restriction on access and use of the Site

You acknowledge and agree that the Site and any software used in connection therewith contains proprietary and confidential information that is protected by intellectual property and other applicable laws. All material and content on the Site are owned or licensed to NDS and are protected by copyright and other intellectual property rights under all applicable laws. All rights not expressly granted to You in these Terms of Use are reserved. None of the materials on the Site may be modified, reproduced, duplicated, copied, sold, resold, transmitted, published, licensed, transferred, visited, or otherwise exploited for any commercial purpose, stored in any other website, including in electronic retrieval systems or services, redistributed or framed (or other similar action) without Our prior written consent. Any misuse of the Site or its contents is strictly prohibited. We grant You a limited right to access and make personal use of the Site and not to download (excluding page caching) or modify it in whole or in part, unless We have expressly authorized You to do so in writing. You are permitted to print off and download extracts from the Site for Your personal use in accordance with the following principles: (a) No document or graphical element of the Site may be modified in any way; (b) No graphical elements of the Site shall be used separately from the corresponding text; (c) Our copyright and trademark legal notices and this permission must appear on all copies. You may not resell or commercially use the Site or its contents; any misuse of the Site or its content is strictly prohibited. Any unauthorized use terminates the permission or right so granted by Us.

 

9. Limitations of Liability

The Site and the data contained therein are provided on an "as is" and "as available" basis. We do not warrant that the Site will be error-free and exclude all liability for any errors or omissions. You expressly agree that Your use of the Site is at Your own risk. We will use reasonable endeavors to correct any errors or omissions as soon as practicable after being informed. Any advice or recommendation provided to You by Us or Our employees or agents without Us confirming it offline in writing, is followed or applied solely at Your own risk; We cannot therefore be held liable for these unconfirmed opinions or recommendations.

NDS and its officers, directors, employees, shareholders or agents, shall not be liable for any costs or damages or damages incurred or occasioned to You or any third party, in connection with the Site and/or the Service or in connection with the use, inability to use or the results of the use of the Site and/or the Service,  links from third-party websites to the Site or materials on such sites, including, but not limited to, indirect, punitive or consequential damages and any loss of revenue, profits, goodwill, data, contracts, financing, loss or damage in any way related to business interruption, due to viruses that may infect Your computer equipment,  software, data or other property as a result of Your access to, use of, or browsing in the Site, or as a result of Your downloading of any materials from the Site or third-party sites linked to the Site, whether in tort (including, but not limited to,  negligence), in contract or otherwise. If Your use of any material on the Site results in the need for servicing, repair or correction of equipment, software or data, You shall be responsible for all costs relating thereto.

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10. Intellectual property

The NDS Site, the Services, and any software, data, documentation, and content provided by NDS through the Site are protected by the provisions of the Intellectual Property Code. All content of the NDS Site including, but not limited to: data, design text, source and object code software, scripts, downloads,  Graphics, photographs, interactive features and the like, and the selection and arrangement thereof, trade names, trademarks and logos contained therein, are the property of NDS or Us have been licensed to us, and are therefore protected by copyright and other intellectual property rights under all applicable laws. All rights not expressly granted to you in these Terms and Conditions are reserved.

None of the foregoing may be modified, reproduced, duplicated, copied, sold, resold, transmitted, published, licensed, transferred, visited, or otherwise exploited for any commercial purpose, stored on any other website, or redistributed without Our prior written consent. Any misuse of the NDS Site or its contents is strictly prohibited.

You are permitted to print off and download extracts or certain content from the Site (if technically possible and permitted by Us) for your own personal use or internal purposes, excluding any commercial activity, on the following principles:(a) No document or graphical element of the Site may be modified in any way ;(b) No graphic element of the Site may be used separately from the corresponding text; and (c) Our copyright and trademark legal notices must appear on all copies. For the avoidance of doubt, this section does not authorize you to resell or commercially use the Site or its content. Any misuse of the Site or its content, as well as the use of robots, data mining or any other similar data gathering and/or extraction tool, is strictly prohibited.

Any unauthorized use terminates the permission or right granted by NDS under this section.

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11. Provision of software

Any software offered for download from the Site (the "Software"), whether or not subject to the payment of a royalty, is a copyrighted work of NDS and/or its suppliers. Your use of the Software is governed by the license agreement that accompanies or is included with the download of the Software (the "License Agreement"). You may not download, install, or use any Software that is accompanied by, or includes a License Agreement without accepting the terms of the License Agreement by following the double-click acceptance process, or any other acceptance process as available on the Site.

In the absence of a License Agreement, NDS grants the user a non-exclusive and non-transferable right to use the Software made available on the Site, in accordance with the purpose pursued by NDs in providing and making them available.

Without prejudice to the foregoing, copying and reproduction of the Software to another server or location for further reproduction or redistribution is expressly prohibited. You acknowledge that the Software and any accompanying documentation and/or technical information are subject to all applicable export control laws and regulations in all applicable countries. You may not export or re-export the Software, directly or indirectly, to countries subject to export restrictions.

 

12. Electronic Communications

When you visit the Site, purchase Our services, or send Us emails, You are communicating with Us electronically. You consent to receive messages from Us electronically. We will communicate with You by email or by posting notices on the Site or by telephone. You agree that, to the extent permitted by applicable law, all agreements, notices, disclosures, and other communications that We provide to You electronically, satisfy any legal requirement that such communications be in writing.

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13. Modification of the Service

We reserve the right to modify or discontinue at any time, temporarily or permanently, all or any part of the Service, with or without notice. You acknowledge that we are not liable to You or any third party for any modification, suspension or discontinuance of the Service. We will not be liable to You or any third party for any modifications, suspensions or discontinuances of the Service. You agree to read the most current version of the Terms of Use.

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14. Applicable law

The Terms of Use shall in all respects be governed by and construed in accordance with the laws of Canada. Any dispute arising out of or related to the use of the Site or Services shall be brought before the courts of competent jurisdiction in Canada.