terms of use

nagel + associates inc. (“Nagel”) maintains this Web site as a service to its customers and for informational purposes to the general public. By using Web sites owned and operated by Nagel you are agreeing to comply with and be bound by the following terms of use. Please review the following terms carefully. If you do not agree to these terms, you should not review information or obtain documents from this site.

1. Acceptance of Agreement

You agree to the terms and conditions outlined in this Terms of Use Agreement (“Agreement”) with respect to the Nagel site (the “Site”). This Agreement constitutes the entire and only agreement between Nagel and a user of the Site (“User”), and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, goods and services provided by or through the Site, and the subject-matter of this Agreement. Users agree to review this Agreement prior to reviewing any information or obtaining any documents. This Agreement may be amended by us from time to time without specific advance notice to you. The latest Agreement will be posted on the Site, and you should review the Agreement prior to using the site.

2. Copyright

The content, organization, gathering, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trade marks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by a User of any such content or any part of the Site, except as allowed by Section 3, is strictly prohibited. The User does not acquire ownership rights to any content or document obtained through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.

3. Limited Right to Use

The viewing or downloading of any content, form or document, grants the User only a limited, non-exclusive license for use solely by the User for his or her own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for the User’s personal use (but not for resale or redistribution).

4. Editing, Deleting and Modification

Nagel reserves the right in its sole discretion to edit or delete any documents, information or other content appearing on the Site.

5. Indemnification

User agrees to indemnify, defend and hold Nagel and its partners, laywers, staff and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable attorney fees, related to a User’s violation of this Agreement or use of the Site.

?6. Non-transferable

User’s right to use the Site is not transferable. Any password or right given to User to obtain access is not transferable.

7. Disclaimer

(1) THE INFORMATION, FORMS AND AGREEMENTS FROM OR THROUGH THE SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE FORMS, AGREEMENTS AND DOCUMENTS MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. NAGEL AND ITS AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR A USER’S USE OF ANY INFORMATION, FORM OR DOCUMENTS. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, NAGEL AND THE AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NAGEL AND USER. THIS SITE AND THE INFORMATION, FORMS, AGREEMENTS AND DOCUMENTS WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

(2) The forms, agreements and documents within the Site or available through the Site may not be appropriate under the circumstances for any particular transaction. The specifics of a given situation may require provisions not contemplated in the forms or documents. Requirements for the validity of an agreement or form may also vary greatly from province to province. Laws change rapidly and may be interpreted differently in various jurisdictions. No representations, warranties or guarantees whatsoever are made as to the accuracy, currency, completeness, adequacy, reliability, suitability or applicability of any form or document to a particular situation.

(3) Each form and document should be treated as a guide or starting point and should not be considered a substitute for professional legal analysis. The Site is provided and each form, agreement and document is licensed with the understanding and agreement that Nagel and its Affiliated Parties are not engaged in rendering legal, accounting or other professional services. If legal or other expert assistance is required, the members of Nagel may be separately retained or a competent professional should be sought. User assumes all responsibilities and obligations with respect to any decisions or advice made or given as a result of the use of any form, agreement or document and for the selection of a form, agreement or document to achieve User’s intended results.

(4) All responsibility or liability for any damages caused by viruses contained within the electronic file containing the form or document is disclaimed.

8. Use of Information

Nagel reserves the right, and User authorizes Nagel, to the use and assignment of all information regarding Site uses by User and all information provided by User in any manner consistent with the Nagel Privacy Policy.

9. Third Party Services

Nagel operates an interactive transaction service allowing access to third party merchant sites (“Merchants”) from or through which Nagel users may purchase certain goods or services. User understands that Nagel does not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. Nagel is not a party to the transactions entered into between Users and Merchants. User agrees that use of the Nagel service is AT THE SOLE RISK OF USER AND IS WITHOUT WARRANTIES OF ANY KIND BY NAGEL, EXPRESS, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES IS NAGEL LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN USERS AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT SITES OR ANY OTHER SITE LINKED TO THE NAGEL SITE. NAGEL WILL NOT BE LIABLE TO USERS FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE THE NAGEL SERVICE.

10. Third Party Merchant Policies

All rules, policies (including privacy policies) and operating procedures of Merchants will apply to Users while on the Merchants’ sites. Nagel is not responsible for information provided by Users to Merchants. Merchant and Nagel are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

11. Copyrights and Copyright Agents

(1) We respect the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following information:

(a)  an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

(b)  a description of the copyrighted work that you claim has been infringed;

(c)  a description of where the material that you claim is infringing is located on the site; ?(d)  your address, telephone number and e-mail address;

(e)  a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f)  a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

12. Miscellaneous

This Agreement shall be treated as though it were executed and performed in Ontario, and shall be governed by and construed in accordance with the laws of Ontario (without regard to conflict of law principles). Any cause of action of User with respect to the Site (and/or information, forms and agreements, thereon) must be instituted within three months after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 8. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against either party. All legal proceedings arising out of or in connection with this Agreement shall be brought solely in Ontario. User expressly submits to the exclusive jurisdiction of said courts and consents to extra-territorial service of process. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Failure of Nagel to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.

13. Links to Other Web Sites

This site contains links to other Web sites. We are not responsible for the content, accuracy, or opinions expressed in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Web site does not imply approval or endorsement of the linked Web site by us. If you decide to leave our site and access these third party sites, you do so at your own risk.