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Last revised: February 15th, 2022
IF YOU DO NOT AGREE TO AND ACCEPT WITHOUT MODIFICATION THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE SITE.
For the purposes of this Agreement, “Unilock”, “we” or “us” means Unilock Chicago, Inc., Unilock Michigan, Inc., Unilock New York, Inc., Unilock Ohio, Inc., Unilock Ltd. Hengestone Holdings, Inc. and their affiliates, and “you” means the individual accessing the Site and, if applicable, also includes any other legal entity on whose behalf you are accessing the Site. If you are accessing the Site on behalf of a legal entity, you represent and warrant that you are authorized to accept this Agreement on its behalf.
IF YOU RESIDE IN THE UNITED STATES, PLEASE CAREFULLY REVIEW THE “ARBITRATION AND DISPUTE RESOLUTION AGREEMENT” SECTION BELOW, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY VIRTUE OF YOUR USE OF THE SITE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THE “ARBITRATION AND DISPUTE RESOLUTION AGREEMENT” SECTION, AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
1. Modifications to Terms and Conditions
Unilock reserves the right to modify this Agreement at any time without prior notice by posting revised terms and conditions on the Site. Your use of the Site following any such modification constitutes your agreement to follow and be bound by this Agreement as modified. We encourage you to review our terms and conditions whenever you use the Site.
The Site and the Content (as defined below), including the presentation, selection and arrangement thereof, are owned by Unilock and our licensors, and are protected by Canadian, U.S. and international copyright, trademark and other laws and treaties.
The trademarks, service marks and logos (“Trademarks”) used and displayed on the Site are registered or unregistered Trademarks of Unilock or others. Nothing contained on the Site should be construed as granting, by implication or otherwise, any license or right to use any of the Trademarks appearing on the Site without the express prior written permission of the respective Trademark owner.
4. Use of Site
Subject to the terms and conditions of this Agreement and unless otherwise authorized by Unilock in writing, you may use the Site and its contents, features and functionality, including the information, text, publications, images, graphics, photographs, designs, video, audio and other materials presented on the Site (individually or collectively, “Content”), and download, display and print Content, solely for your non-commercial, personal use or your use in connection with your role as an authorized contractor of Unilock or dealer of Unilock products, and/or to learn about Unilock products and services and the opportunities we provide. You must retain all copyright, trademark or other proprietary rights notices contained on or within any Content obtained from the Site. No right, title or interest in or to the Site or any Content is transferred to you, whether as a result of downloading or printing Content or otherwise, and all rights not expressly granted are reserved by Unilock and our licensors.
Except as expressly authorized by this Agreement or by Unilock in writing, you may not use, alter, modify, copy, reproduce, distribute, display, perform, publish, download, transmit, derive another work from, license, transfer or sell any Content obtained from the Site. You may not mirror or frame any page of the Site on any other website without Unilock’s express written consent. Unilock reserves the right to withdraw such consent without prior notice at any time for any reason.
In addition, as a condition to your use of the Site and the Content, you agree that you have reached the age of majority in the state or province in which you reside, and that you are able to enter into legally binding contracts.
5. Links to Third-Party Websites
Any software available for download via the Site is the copyrighted work of Unilock and/or our licensors. Use of such software is governed by the terms of the end user license agreement that accompanies or is included with the software. Downloading, installing, and/or using any such software indicates your acceptance of the terms of the end user license agreement.
7. Products, Services and Pricing
Not all products or services displayed on the Site may be available at all times or in all geographic regions. Products or services may be changed or discontinued at any time and from time to time without notice. Colors shown on the Site should only be used as a guide and should always be chosen from actual samples. Measurements quoted on the Site are approximate. The display of products or services on the Site does not constitute an offer to sell by Unilock. Any prices displayed or advertised on the Site are subject to change and, unless otherwise expressly stated, do not include shipping and handling fees or applicable taxes and are in United States dollars.
8. Correction of Errors and Inaccuracies
While we strive to have an error-free Site, the Content may contain typographical, illustrative or other errors and inaccuracies and may not be complete or current. Unilock therefore reserves the right to correct any errors, inaccuracies or omissions and to change, update or remove Content at any time without prior notice. Unilock does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.
9. User Conduct
You agree to use the Site only for lawful purposes and in accordance with the terms and conditions of this Agreement and applicable laws. You agree not to take any action or attempt to take any action that might or would violate, circumvent or compromise the security of the Site, render the Site inaccessible to others, disrupt or interfere with the operation or use of the Site, or otherwise cause damage to the Site or the Content. You agree not to use any robot, spider or other automatic device, process or means to access the Site for any purpose, including monitoring or copying any of the Content, and not to introduce any virus or other material that is malicious or technologically harmful. You agree not to attempt to access any Content that is not intended for you or any portion of the Site that you are not authorized to access. You agree not to use the Site in any manner that might infringe or interfere with the rights of third parties.
Unilock, in our sole discretion, may, without notice or liability to you, at any time suspend, restrict or terminate your access to or use of the Site, in whole or in part, for any reason, including where we believe that you have violated any provision of this Agreement.
10. Unsolicited Idea Submission Policy
Unilock does not wish to receive unsolicited ideas, including for new advertising campaigns, promotions, marketing strategies, products, services, technologies, processes, materials or product names. We have found this policy necessary in order to avoid misunderstandings should Unilock’s business activities bear coincidental similarities with one or more of the unsolicited ideas offered to us. Please do not send your unsolicited ideas to Unilock or anyone at Unilock. If, despite our request that you not send us your ideas, you still send them, then regardless of what your correspondence may say: (a) your idea will automatically become the property of Unilock, and you hereby irrevocably assign to Unilock, without any compensation to you, all of your right, title and interest in and to your idea; (b) Unilock will have no obligation to review your idea or return it to you or respond to you in any way; (c) Unilock will have no obligation to keep your idea confidential; and (d) Unilock may use or redistribute your idea for any purpose and in any way on an unrestricted basis, without any liability or obligation to you.
Unilock does, however, welcome feedback regarding many areas of Unilock’s existing business including our existing products that will help us satisfy our customers’ needs. Feedback can be provided through contact areas on the Site. Any feedback you provide shall be deemed a User Submission under the terms set forth below.
11. User Submissions
You agree that any information, images, photographs, audio, video, comments or other materials you submit or transmit to us via the Site or otherwise make available to us for posting on the Site (collectively, “User Submissions”) will be considered non-confidential. For all User Submissions, (a) you represent and warrant to Unilock that you own all rights in and to your User Submission and/or have obtained all necessary legal rights, permissions and waivers from any and all other persons and/or entities to provide or post the User Submission and to grant the license and rights given to Unilock in this section, and that the User Submission and our use of it as described herein will not violate any applicable law or any copyright, trademark, patent, trade secret, privacy, publicity, moral, proprietary or other rights of any person or entity, (b) you grant Unilock a royalty-free, irrevocable, perpetual, worldwide, transferable, non-exclusive license, with the right to sublicense, to use, copy, reproduce, display, perform, distribute, transmit, modify, adapt and create derivative works of the User Submission, or incorporate the User Submission into other works, in any form or medium, without obligation or compensation to you or any other person or entity, and (c) you waive any and all moral rights in the User Submission in favour of Unilock, our successors, assigns and licensees.
You agree that you shall not submit or transmit to or via the Site, or otherwise make available to Unilock for posting on the Site, any User Submission that (i) is known by you to be false, inaccurate or misleading, (ii) is, or may reasonably be considered to be, abusive, vulgar, indecent, obscene, defamatory, libelous, hateful, discriminatory, offensive, or threatening or harassing to any person or entity, (iii) violates any applicable law or infringes rights of others (including, but not limited to, intellectual property, privacy and publicity rights), (iv) contains advertising, promotional materials or other forms of solicitation, (v) contains any viruses or other potentially damaging computer programs or files, or (vi) misrepresents your affiliation with any person or entity.
You are responsible for any User Submission that you submit or transmit via the Site or otherwise to Unilock for use on the Site. Unilock has no obligation to post any User Submission on the Site. Without limiting any other rights or remedies available to Unilock, we reserve the right, in our sole discretion, at any time and without notice or liability to you, to remove any User Submission for any reason, and to suspend, restrict or terminate your access to or use of the Site, in whole or in part, for any reason, including where we believe that you have violated any terms and conditions of this Agreement.
12. Registration/Account Set-Up and Security
Some areas of the Site or use of certain Content on the Site may require user registration. It is a condition of your use of the Site that all the information you provide on the Site is correct, current and complete. Should you create or be provided with an account on the Site, you are responsible for maintaining the confidentiality of any user name and password chosen by you, or provided to you as part of our security procedures, and for restricting access to your computer or device. For security reasons, you agree not to disclose your user name and password to any person or permit any other person to use them. We recommend that you choose a password that is unique to you and not easily guessed by others. You should change your password on a regular basis, and you must log out from your account at the end of each session. You are responsible for any use and/or misuse of your user name and password including all activities that occur under your user name and password. You agree to notify Unilock immediately of any unauthorized access to or use of your user name or password or any other breach of security. Unilock has no obligation to verify the actual identity or authority of the user of any user name or password.
Unilock reserves the right at any time and from time to time, without notice or liability to you, to disable or terminate your account, username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion, for any reason, including any violation of this Agreement.
To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless Unilock and our respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors and assigns from and against any and all claims, demands, actions, suits, losses, liabilities, damages, costs and expenses, including reasonable legal fees, resulting from or arising out of or in connection with any breach or violation by you of the terms and conditions of this Agreement or your use of or inability to use the Site, including, but not limited to, your User Submissions, any unauthorized use of the Content, and/or any activity related to your account by you or any other person. Unilock reserves the right to assume the exclusive defense and control of any claim subject to indemnification by you without limiting your indemnification obligations and you agree to cooperate as fully as reasonably required in the defense of any such claim.
15. Disclaimer of Warranties
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SITE, THE CONTENT, AND ANY PRODUCT OR SERVICE PROVIDED OR ATTAINED THROUGH THE SITE IS AT YOUR OWN RISK, AND UNILOCK MAKES NO WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SITE, THE CONTENT OR ANY PRODUCT OR SERVICE PROVIDED OR ATTAINED THROUGH THE SITE, ALL OF WHICH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNILOCK EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH RESPECT TO THE SITE, THE CONTENT, OR ANY PRODUCT OR SERVICE PROVIDED OR ATTAINED THROUGH THE SITE. WITHOUT LIMITING THE FOREGOING, UNILOCK DOES NOT REPRESENT, WARRANT OR GUARANTEE (A) THAT THE SITE OR THE CONTENT WILL BE AVAILABLE AT ALL TIMES, (B) THAT THE FUNCTIONS OR OPERATION OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (C) THAT THE SITE OR THE CONTENT WILL BE ACCURATE, COMPLETE OR CURRENT, (D) THAT DEFECTS OR ERRORS IN THE SITE OR THE CONTENT WILL BE CORRECTED, (E) THAT ANY COMMUNICATIONS MADE USING ANY TOOLS AVAILABLE ON THE SITE WILL BE SECURE, (F) THAT THE SITE OR THE CONTENT (INCLUDING, WITHOUT LIMITATION, ANY FILES AVAILABLE FOR DOWNLOADING) IS OR WILL BE FREE FROM VIRUSES OR OTHER HARMFUL CODE OR COMPONENTS, OR (G) THAT THE SITE OR THE CONTENT WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS OR SATISFACTION.
NOTHING IN THIS SECTION AFFECTS ANY WARRANTIES OR CONDITIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW OR THE TERMS AND CONDITIONS OF ANY PRODUCT WARRANTY OR GUARANTEE EXPRESSLY OFFERED BY UNILOCK IN WRITING.
16. Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL UNILOCK BE LIABLE FOR ANY INJURY, LOSS OR DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUE OR PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL OR LOST DATA) ARISING OUT OF OR IN CONNECTION WITH (A) YOUR USE OF OR INABILITY TO USE, OR RELIANCE ON, THE SITE, THE CONTENT OR ANY LINKED WEBSITE, (B) ANY ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE SITE OR THE CONTENT, (C) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OR LOSS OF YOUR TRANSMISSIONS OR DATA, (D) ANY USER SUBMISSIONS, OR (E) ANY DAMAGE TO YOUR COMPUTER OR OTHER PROPERTY YOU MAY INCUR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE SITE OR ANY CONTENT (INCLUDING, WITHOUT LIMITATION, ANY FILES DOWNLOADED FROM THE SITE), EVEN IF UNILOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY. YOUR USE OF THE SITE AND THE CONTENT IS AT YOUR OWN RISK. IF YOU ARE DISSATISFIED WITH THE SITE, THE CONTENT OR WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, UNILOCK’S LIABILITY IS LIMITED TO THE FULLEST EXTENT OF THE LAW.
17. Arbitration and Dispute Resolution Agreement
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, YOUR RIGHT TO FILE A LAWSUIT IN COURT.
If you reside in the United States, you agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, or the use of the Site, the Content or any services provided on or through the Site (collectively, “Disputes”) will be resolved exclusively by final, binding arbitration between you and Unilock, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights, or where a party’s conduct may cause the other irreparable injury. The provisions of this section constitute the parties’ written agreement to arbitrate Disputes under the Federal Arbitration Act.
The arbitration shall be administered by the Judicial Arbitration & Mediation Services (“JAMS”) and shall be heard by a single arbitrator, pursuant to the Arbitration Rules and Procedures then in effect (the “JAMS Rules”), except as modified by this section.
To begin an arbitration proceeding, a party must submit the Dispute by making a demand for arbitration, as detailed at https://www.jamsadr.com/, and simultaneously send a copy of the completed demand to the other party. Payment of all filing, administration and arbitrator fees will be governed by the JAMS rules. Unilock will reimburse those fees for Disputes totaling less than $10,000 if you are the prevailing party in such arbitration. Unilock will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that a Dispute initiated by you is frivolous. The arbitration will be conducted based upon written submissions, unless you request and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines that an in-person hearing is necessary, the hearing will proceed in Cook County, Illinois, unless the arbitrator determines or Unilock agrees that the matter should proceed in the county where you reside.
The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award within the time frame specified in the JAMS Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. You and Unilock also agree that the arbitrator may not award multiple or punitive damages. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
EACH PARTY AGREES THAT IT SHALL BRING ANY DISPUTE AGAINST THE OTHER PARTY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING, OR AS AN ASSOCIATION. IN ADDITION, EACH PARTY AGREES THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS, AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.
18. General Provisions
(b) Severability – If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, all of which will remain in full force and effect, or invalidate or render unenforceable such provision in any other jurisdiction.
(c) Geographic Restrictions; Choice of Law and Forum – This Site is intended for use only by persons located in Canada and the United States. Any and all disputes arising out of or relating to this Agreement or your use of the Site are governed by and will be interpreted in accordance with: (i) if you reside in the United States, the laws of the State of Illinois, without regard to any conflict of laws principles, and, if for any reason a Dispute proceeds in court, you hereby consent to the exclusive jurisdiction and venue of the courts located in Cook County, Illinois in all such disputes; and (ii) if you reside in Canada or any other jurisdiction (other than the United States), the laws of the Province of Ontario, without regard to any conflict of laws principles, and you hereby consent to the exclusive jurisdiction and venue of the courts located in Toronto, Ontario in all such disputes. EACH PARTY HEREBY AGREES TO WAIVE ANY RIGHT TO A JURY TRIAL.
(d) English Language – The parties have expressly requested and required that this Agreement be drawn up in the English language.
(e) No Contest – Our electronically or otherwise properly stored copy of this Agreement will be deemed to be the true, complete, valid, authentic and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of this Agreement in connection with any action or proceeding arising out of or relating to this Agreement.
(f) Limitation on Claims – You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Site, the Content or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
(g) Survival – Any suspension or termination shall not affect your obligations to Unilock under this Agreement. The provisions of this Agreement which, by their nature should survive the suspension or termination of your access to or use of the Site, shall survive, including, but not limited to, the indemnification, disclaimer of warranties, limitation of liability, dispute resolution and all of the general provisions set forth herein.
Reporting and Contact – Unilock will respond to notices of alleged copyright infringement in accordance with applicable law. Notices of copyright infringement claims should be sent to Unilock at:
Diane Williams, VP of Marketing
Mail: The West Mall, Suite 610, Toronto, Ontario M9C 5J5
Tel: 1-416-646-5180 | Email: firstname.lastname@example.org
All other feedback, comments, requests for technical support, and other communications relating to the Site should be directed to Unilock at:
Bushra Aafaqi, Director of Digital Marketing
Mail: The West Mall, Suite 610, Toronto, Ontario M9C 5J5
Tel: 1-416-646-5180 | Email: email@example.com