User Agreement

Updated April 20, 2007

WELCOME TO THE COHESION INC. WEBSITE! (the “Website”)

We’ve designed our website to be useful and informative. We hope we’ve succeeded, but will continue to seek new ways for making it even better.

It is important as a user of our website that you abide by the terms and conditions that follow. Please read them carefully because your access to this site is provided conditional on your acceptance of the terms and conditions of use set forth below (the “Terms and Conditions”), and when you use our site, you automatically agree to these Terms and Conditions. If you do not agree to abide by these Terms and Conditions, you should not use our site. If you are under the age of thirteen you may not provide any Submissions (as described below) or other personal information to the Cohesion (as described in our Privacy Policy).

Cohesion Inc. has the right, in it sole discretion, to add to, remove, modify or otherwise change any part of the Terms and Conditions, in whole or in part, at any time. Changes will be effective when notice of such change is posted at our site. Please check the Terms and Conditions frequently for updates by checking the date of the “Updated” at the top of this document. If any term, condition, or any change thereto is not acceptable to you, you must discontinue you use of our site immediately. Your continued use of our site after any such changes are posted will constitute acceptance of these changes. The Terms and Conditions apply exclusively to our site and do not alter the terms or conditions of any other agreement that you have with Cohesion Inc.

Intellectual Property

Cohesion Inc either owns the intellectual property rights in the underlying HTML, text, audio clips, video clips and other content that is made available to you on our site, or has obtained permission from the owner of the intellectual property in such content to use the content on our site. Our site, including without all limitation all content on our site, are protected by Canadian and worldwide copyright laws and treaty provisions. Any unauthorized copying, redistribution, reproduction or modification of the content of our site by any person may be a violation of trade-mark, and or copyright laws and could subject such person to legal action. You agree to comply with all copyright laws worldwide in your use of our site and to prevent any unauthorized copying of the content of our site. Any software, as well as any file, images generated by software, code and data accompanying software (the “software”), used or accessible through our site is the copyrighted work of Cohesion Inc. or its licensors. Except as permitted by law, you may not use the software for any purpose or attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of our site.
For greater certainty, Cohesion’s services, methods and processes may be covered by one or more patents or other statutory intellectual property rights, and are subject to trade secret and other proprietary rights. Cohesion Inc. reserves all such rights.
Certain names, graphics, logos, icons, designs, words, titles and phrases on our sites constitute trademarks, trade names, trade dress and associated products of Cohesion Inc. (the “Marks”), and are protected in Canada and internationally and their display on our site does not convey or create any license or other rights in the Marks. Any use of any of same, in whole or in part, without prior written consent of Cohesion Inc. is strictly prohibited. In order to indicate which items are trademarks, Cohesion Inc. may, without limitation may use an * symbol which refers to a footnote explaining the intellectual property rights of Cohesion Inc. (as shown at the bottom of these Terms and Conditions); may use a ™ or a ® symbol; or may use a differentiating font style.
Other trademarks, trade names, trade dress and associated products and services mentioned on our site may be the trademarks of their respective owners. The display of these trade-marks, trade names, trade dress and other associated products on our site does not convey or create any license or other rights in these trademarks or trade names. Any unauthorized use of them is strictly prohibited.
Cohesion Inc. considers all of its intellectual properties to be very important assets of Cohesion Inc. and will protect them from unauthorized use by others. Except as expressly provided herein, Cohesion Inc. does not grant any express or implied right or license to you to use any intellectual property, including without limitation any patent, trademark, copyright, trade secret, or confidential information of Cohesion Inc. or of any other contributor of Content to our site.

Permitted Uses

You agree not to re-use material from our site. In particular, you agree not to copy, distribute, republish, upload, post, or transmit anything unless you get our written consent; first!

You agree not to modify the materials or use them for any purpose, and understand that if you do so that this will be a violation of our intellectual-property rights.

Limited License

Cohesion Inc. grants to you a Canadian, non-exclusive, non-transferable, non-sublicenseable, revocable, limited license to display on your computer, print, download and use the underlying HTML, text, audio clips, video clips and any other content that is made available to you on our site, for non-commercial (personal or educational) purposes only, provided that:

You do not modify or misrepresent any such content; and
You include with and display on each copy of such content the associated copyright, trademark, or other proprietary notices (that is the line at the bottom of the page, and the symbols next to our designs) and this limited license.

Content authorized for release to the media can be displayed, printed, downloaded and used in keeping with the normal practices covering the release of authorized material by other means.

Prohibited Uses

No other use is permitted. Without limiting the foregoing, you may not, nor may you allow others to, directly or indirectly:

Remove, from any copy of the content of our site, the copyright or proprietary notices contained in the content of our site; sell, modify, or attempt to modify the content of our site in any way or reproduce or publicly display, perform or distribute or otherwise use any content of our site for any public, commercial, or non-educational or non-personal purpose, including without limitation the content on any other web site; or transfer any of the content on our site to any other person without the prior written consent of Cohesion Inc;
Print or copy any of the HTML or other computer software that is accessible at our sites;
Use our sites in any manner that could damage, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, our sites or any services, systems, resources, accounts, servers, networks, affiliated or linked sites, connected to or accessible through our site (including without limitation uploading, posting or otherwise transmitting on our site computer viruses, Trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on our site’s infrastructure; or using any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from our site or the content on our site in whole or in part);
Use or attempt to use another’s account, password, or other information in connection with our site without prior written authorization from Cohesion Inc; create or use a false identity on our site, or impersonate any person or entity or otherwise misrepresent your affiliation with any person or entity; or attempt to obtain unauthorized access to our sites; or send to our site or Cohesion Inc. any incomplete, false or inaccurate information; or
Disrupt or interfere with any person’s use or enjoyment of our site or affiliated or linked sites, or any service thereof, or delete or revise any of the content posted on our site.

In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of content on our site, and that you will comply with all laws that apply or may apply to your use or activities or content of our site or respect of the content of our site. Cohesion Inc. will investigate occurrences that may involve violations of laws, and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. Cohesion Inc. reserves the right at all times to disclose any information regarding your usage of content of our sites as necessary to satisfy any law, regulation or governmental request.

Disclaimers of Warranties

Cohesion Inc. does not make any, and expressly disclaims all, representations, warranties, covenants, and conditions, express or implied, by operation of law or otherwise, including without limitation any implied warranties and conditions of merchantability, merchantable quality, or fitness for any particular purpose, or non-infringement, or any implied representations or warranties arising out of course of performance, course of dealing or usage of trade, regarding our sites. For greater certainty, Cohesion Inc. does not represent or warrant (1) that our sites will continue to operate, operate without interruptions or be error-free; (2) the quality, accuracy, completeness or suitability of any claims, statements or information on our sites; (3) that defects in our sites will be corrected; (4) that our sites are free of viruses or other harmful components; or (5) that successful results or outcomes will result from properly following any instructions, or directions, contained in the materials on our sites. Our sites are provided "as is" without warranty or condition of any kind and may include inaccuracies or typographical errors.

Links and Disclaimers of Linked Sites

We sometimes provide access to other World Wide Web sites from our site. Cohesion Inc. provides these other links only as a convenience. If you decide to visit any linked site other than our sites, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. Check the Uniform Resource Locator (URL) address provided in your WWW browser to see if you are still in the Cohesion-operated site or you have moved to another site.

While Cohesion Inc. tries to ensure that our site only links to sites that share our high standards of decency, fairness, and integrity, Cohesion Inc. is not responsible for the contents of any such linked pages or any other pages not under its control and/or part of our sites. Cohesion Inc. makes no representation or warranty regarding, and does not endorse, any linked web sites, the information appearing thereon or any of the products or services described, other than with respect to our site.

Links do not imply that Cohesion Inc. sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of Cohesion Inc. You agree that you shall not point or link from a site directly to content within our sites without the express prior written permission of Cohesion Inc.. Cohesion Inc. reserves the right to disable links from third party sites to our sites.

Submissions

Cohesion Inc. will not accept or consider creative ideas, suggestions or materials other than those it has specifically requested. Accordingly, we ask that you do not send us any such materials. If, despite this request, you do submit material to us:

All remarks, suggestions, ideas, graphics, or other information that you communicate to Cohesion Inc. through our site (other than information we promise to protect under our Privacy Policy), become and remain our property, even if this agreement is later terminated.

This means that:

We don't have to treat any such submission as confidential.
You can't sue us for using the ideas you submit (including, but not limited to, product or advertising ideas).
If we use them, or anything like them, we don't have to pay you or anyone else for them.
We will have exclusive ownership of all present and future rights to submissions of every kind.
We can use them for any purpose, without compensating you or anyone else for them.
You agree not to assert any ownership right of any kind in your submission (including, but not limited to copyright, trade-mark, unfair competition, moral rights, or implied contract) and you waive the right to receive any financial or other consideration in connection with such unsolicited submission including, but not limited to, credit.

2. You acknowledge that you are responsible for any submission you make; in other words, you acknowledge that you (and not we) have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

Limitation of Liability

You agree that in no event will Cohesion Inc., its advertising and promotional agencies, and all of their respective affiliates, and all of the directors, officers, members, owners, partners, employees, agents, representatives, successors and assigns (collectively, "representatives"), have any responsibility or liability in connection with our site for any loss or damages whatsoever, whether based on contract, negligence or other legal basis, including without limitation direct, indirect, special, punitive, economic, incidental, exemplary or consequential damages or other damages (including without limitation damages for harm to business, loss of information or programs or data, loss of profit, loss of savings, loss of revenue, loss of goodwill), arising from or in connection with the use of or access to, or any inconvenience, delay or loss of use of or access to, our sites, the content of our sites or any linked web site, or the failure of our sites or such linked web sites, (including without limitation, any damages suffered as a result of omissions or inaccuracies in our sites or such linked web sites, or any content thereon; the failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, or line failure; or the transmission of confidential or sensitive information to or from our sites or such linked web sites) even if Cohesion Inc. or any of its affiliates has been advised of the possibility of such damage or loss or if such damage or loss was foreseeable.

Release/Indemnity

You agree to release, indemnify and hold harmless Cohesion Inc., its Representatives, and such other additional persons as are identified in the terms, conditions and rules which govern specific promotions, contests or other programs on our sites as being released from liability and/or indemnified by you (collectively referred to herein as the "Releasees") from all liability relating to or arising in connection with your use of our sites including injuries, loss or damage of any kind, whether to persons, including death, or property, or otherwise, resulting in whole or in part, directly or indirectly, in connection with the use of or access to, or any inconvenience, delay or loss of use of or access to our sites, the content of our sites or any linked website, and including without limitation liability arising from negligence, and reasonable legal and accounting fees. You acknowledge and agree that the Releasees have not made, and are not liable for, any representation, warranty or condition in respect of our sites.

Jurisdiction

Unless otherwise specified, the materials in our sites are presented to provide information about Cohesion Inc and its products and services.

Cohesion Inc. controls and operates its Cohesion-operated site from the company's headquarters in Toronto, Ontario Canada. We in no way imply that the materials on our sites are appropriate or available for use outside Canada. If you use our site from locations outside Canada, you do so on your own initiative and are responsible for compliance with any applicable local laws. Accessing the content of our sites from locations where their contents are illegal is prohibited.

Changes to Sites

Cohesion Inc. may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of our sites, including (i) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, its sites (ii) adding, removing or changing any fees or charges for use of our site or any other site-related services (the "Services") or any features thereof; (iii) removing, adding, modifying or otherwise changing any content on our sites. Cohesion Inc. reserves the right, in its sole discretion, to correct any errors or omissions in any portion of our sites at any time without notice, but confirms that it has no duty to do so.

Choice of law

By accessing our site, you agree that all matters relating to the access to, or use of, our sites shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its conflict of laws principles, and that you will comply with all such applicable laws. You agree not to export any of the Content accessible through our sites in violation of applicable export laws and regulations. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms and Conditions.

Miscellaneous Points About the Terms and Conditions of This User Agreement

Additional Terms of Use

Certain areas of our sites may be subject to additional terms of use (the "Additional Terms of Use"). You agree that by using such areas, or any part thereof, you agree to be bound by the Additional Terms of Use applicable to such areas. The Terms and Conditions, together with the Additional Terms of Use, constitute the entire agreement between Cohesion Inc. and you with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between Cohesion Inc. or its affiliates and you with respect to this subject matter. In the case of any conflict between the Terms and Conditions and the Additional Terms of Use, the Terms and Conditions shall govern.

Any cause of action you may have with respect to your use of our site or which is the subject of the Terms and Conditions must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Terms and Conditions or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Terms and Conditions, and the remainder of the Terms and Conditions shall continue in full force and effect. No waiver of any provision herein shall be valid unless in writing and signed by an authorized representative of both you and Cohesion Inc. Cohesion Inc.’s failure to insist upon or enforce strict performance of any provision of the Terms and Conditions or any right shall not be construed as a waiver of any such provision or right. No changes to the Terms and Conditions shall be made except by a revised posting on this page. The Terms and Conditions shall enure to the benefit of Cohesion Inc. and its affiliates. The headings contained herein are for convenience only and shall have no legal or interpretive effect. Additional terms and conditions may apply when you use other services, affiliate services, third party content or third party software on or through a link provided on our sites. Cohesion Inc. may assign its rights and duties under this Agreement to any party at any time without notice to you. You may not assign your rights and duties under this Agreement to any party at any time.