604-628-7418info@mavengroup.ca

Confidentiality Terms

These website terms and conditions (“Terms“) of use for www.mavengroup.ca (the “Website“) constitute a legal agreement and are entered into by and between you (“you” or “Recipient“) and Maven Consulting Ltd. (“Company“, “we“, “us“, “our“).  The following terms and conditions together with any documents they expressly incorporate by reference govern your access to and use of the Website and/or any email correspondence and attachments thereof (the “Emails“) delivered to you by us.

BY USING THE WEBSITE AND BY ENGAGING IN BUSINESS DISCUSSIONS WITH US BY WAY OF EMAIL CORRESPONDENCE, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS AND CONDITIONS.

Modification to the Terms

We reserve the right in our sole discretion to revise and update these terms and conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to your use of the Website and to all Emails between us. You agree to periodically review the Terms in order to be aware of any such modifications and your continued use shall be your acceptance of these Terms.

Non-Reliance

The content on the Website or in any Emails (collectively, the “Content“) is for general information purposes only. It is not intended to amount to advice on which you or any third parties should rely, unless we explicitly state otherwise.

Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the Content found on the Website is accurate, complete or up to date. Your use of the Website is at your own risk and we have no responsibility or liability with respect to the Contents thereof.

Third Party Content and Third Party Websites

The Content may include content provided by third parties, including from other users. All statements and/or opinions expressed in any such third party content, other than the content provided by the Company, are solely the opinions and responsibility of the person or entity providing those materials.  Such materials do not necessarily reflect the opinions of the Company. The Company is not responsible, or liable to you or any third party for the content or accuracy of any such third party materials.

Further, for your convenience, this Website may provide links or pointers to third party sites. We make no representations about any other websites that may be accessed through the Content. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third party sites, and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third party sites.

Confidentiality

From time to time, we may communicate with you or by way of email correspondence in relation to the products and/or services that we provide you or in relation to any other business matters we engage in (the “Purpose“).  You recognize and agree that any information sent or received over the Internet is generally not secure. We cannot guarantee the security or confidentiality of any communication to or from the Website or through Emails. Such Emails are solely for the intended recipient and may contain confidential and privileged information, (“Confidential Information“). For certainty, Confidential Information includes, without limitation, all information, data, documents, agreements, files and other materials regarding or concerning the Purpose or the Disclosing Party, whether disclosed orally or disclosed or stored in written, electronic or other form or media, which is disclosed or otherwise furnished by the Company or its Representatives to the Recipient or its Representatives in connection with the Purpose, including all analyses, notes, drawings, sketches, blueprints, compilations, reports, forecasts, studies, samples, statistics, summaries, interpretations and other documents prepared by or for the Recipient or its Representatives which contain or otherwise reflect or are generated from such information, data, documents, agreements, files or other materials, whether or not marked, designated or otherwise identified as “confidential”.

Confidentiality of Communications

For the purpose of these Terms, “Representative” means  affiliates, directors, officers, employees, general partners, shareholders, agents, consultants, lawyers, financial advisors, and accountants of either a Recipient or the Company as the case may be.

As a Recipient of an Email, you shall:

(a)      keep the Confidential Information strictly confidential and protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as you would protect your own Confidential Information;

(b)      not use the Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose which was intended by us in disclosing such Confidential Information to you, or otherwise in any manner to the Company’s detriment, including without limitation, to reverse engineer, disassemble, decompile or design around the Company’s services, products, and/or confidential intellectual property;

(c)      not disclose or permit your Representatives to disclose any Confidential Information to any party except:

(i)     if required by law or regulation;

(ii)     to your representatives, to the extent necessary to permit such representatives who need to know the Confidential Information to assist you in relation to the Purpose,

provided that you shall:

A.     inform your Representatives of the confidential nature of the Confidential Information;

B.     cause your Representatives to be bound by similar terms as set forth herein with respect to confidentiality;

C.     be responsible for any breach of these terms by any of your Representatives;

D.     use commercially reasonable controls to prevent unauthorized use or disclosure of the Confidential Information;

E.     promptly notify us of any unauthorized use or disclosure of the Confidential Information of which you have become aware;

F.     fully cooperate with us in any effort to enforce our rights related to any such unauthorized disclosure.

Without limiting the provisions hereof, you understand and agree that neither the Company nor any of its Representatives:

(a)      has made or makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information; or

(b)      shall have any liability to the Recipient or its Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom.

No Transfer of Rights, Title or Interest

The Company hereby retains its entire right, title and interest, including all intellectual property rights, in and to all Confidential Information.  Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, license or other transfer of any such right, title or interest whatsoever to the Recipient or any of its Representatives. The Recipient specifically acknowledges and agrees that the Confidential Information is and shall remain the exclusive property of the Company and that it has no right, title or interest in or to the Confidential Information.

Limitation of Liability

IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGES IN THE NATURE OF OR RELATING TO LOST BUSINESS, INACCURATE INFORMATION, IMPROPER TREATMENT, BREACH OF PRIVACY, LOSS OF DATA, OR ANY OTHER LOSS INCURRED IN CONNECTION WITH YOUR USE, MISUSE, OR RELIANCE UPON THE WEBSITE, THE EMAILS OR THE CONTENT THEREIN, OR YOUR INABILITY TO USE THE WEBSITE, ANY LINKED WEBSITES OR SUCH OTHER THIRD PARTY WEBSITES, NOR ANY SITE CONTENT, MATERIALS, OR INFORMATION THEREON, REGARDLESS OF IF THE COMPANY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY ALSO EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD-PARTY USER OF THE WEBSITE, OR ANY ADVERTISER OR SPONSOR OF THE WEBSITE (“THIRD-PARTY”).

Indemnity

To the maximum extent permitted by applicable law, you agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, licensors, and their respective successors and assigns, from and against any and all claims, demands, liabilities, costs, or expenses whatsoever, including, without limitation, legal fees and disbursements, resulting directly or indirectly from (i) your breach of any of the Terms; (ii) your access to, use, misuse, reliance upon, or inability to access or use the Website, the Emails or the Content therein; (iii) your use of, reliance on, publication, communication, distribution, uploading, or downloading of anything (including the Content) on or from the Website or the Emails.

Governing law and jurisdiction

The Website is operated from its offices within the Province of British Columbia, Canada. You agree that all matters relating to your access or use of the Website and its Content in addition to all matters relating to the Emails shall be governed by the laws of the Province of British Columbia as the case may be, and the laws of Canada applicable therein, without regard to conflict of laws principles. You agree and hereby submit to the exclusive and preferential jurisdiction of the courts of the Province of British Columbia with respect to all matters relating to your access and use of the Website and the Content as well as any dispute that may arise therefrom and that the applicable law shall be the law of the Province of British Columbia  and of Canada.

Waiver

Any consent by the Company or waiver of a breach of these Terms which you have committed, whether express or implied, shall not constitute a consent to, or waiver of any other, different or subsequent breach.

Severability

The invalidity or unenforceability of any provision of these Terms or any covenant contained herein shall not affect the validity or enforceability of any other provision or covenant contained herein and any such invalid provision or covenant shall be deemed severable from the rest of these Terms.

Questions or comments regarding the Terms, the Website or the Emails should be directed by email to:

John Torosoff
Director of Finance and Administration
jtorosoff@mavengroup.ca