This Agreement is effective for new members and/or their affiliates immediately and for current users on September 1, 2014 and supersedes all previous versions of the Group Link Inc. User Agreement.
Please read the terms and conditions of the Group Link Inc. (“Group Link”) Membership and User Agreement with attentions to provisions that exclude or limit liability and terms of governing law and jurisdiction which govern how claims that we have against each other are resolved (see Limitation of Liability section).
Welcome to Group Link. By using Group Link (and its related sites, services, applications and tools collectively "Services"), you agree to the following terms and the general principles for the sites of our subsidiaries and international affiliates. If you reside in Canada you are contracting with Group Link Inc. If you reside outside of Canada, you are contracting with one of our other Group Link companies: In the United States, your contract is with Group Link Inc.US; in all other countries, your contract will be defined at the time of your registration.
1. ACCEPTANCE OF TERMS
This Agreement takes effect upon registration for membership and is binding on both registered Group Link members and their registered affiliates. When you register for Group Link membership, you accept this Membership and User Agreement by checking the appropriate box confirming that you read and accept the Membership and User Agreement. Use of Membership indicates that you accept the terms and conditions set forth below. If you do not accept all of the terms and conditions, please do not use Memberships offered by Group Link.The Group Link Membership and User Agreement will not take effect unless you have activated your Account.
1.1 AMENDMENTS TO THIS AGREEMENT
Group Link may amend this Agreement at any time by posting the amended and restated Agreement terms on www.grouplink.ca. The amended and restated Agreement shall be effective ten (10) days after posting. Posting by Group Link of the amended and restated Agreement and your continued use of Membership shall be deemed to be acceptance of the amended terms. Group Link’s right to amend the User Agreement includes the right to modify, add to, or remove terms in the User Agreement, including terms related to fees and charges. If you do not agree to the amendments, you should terminate your Group Link Membership and use of www.grouplink.ca or such other site affiliated to Group Link as applicable.
Membership will continue under the terms and conditions set out in this agreement unless terminated in accordance with the terms of this Agreement.
Group Link Membership will have the following primary features (which may be added to or modified, or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of Group Link upon notification to the members by posting such notification on the Group Link web site/s.
a) Member Profiles which identifies and profiles each Member and allows the Member to display and edit basic information about its business, such as, and products and services offered, etc.
b) Products and Services - allows each Member to display and edit descriptions, specifications and images of up to 15 products or services on the Group Link Catalogue site.
c) Member Postings which allows Members to post on Group Link offers to buy products and services from other Members of the Group Link Network.
Group Link benefits, features, services, applications and functions made available to a Group Link Member may vary for different countries, regions and categories. No warranty or representation is given that a particular Group Link feature, function, application, service or the same type and extent of such will be available to all Members. Group Link may suspend or terminate all or part of the above benefits, features, services, applications and functions at any time in its sole discretion. Group Link reserves the right to charge for Membership or any feature or functionality of Membership at any time in its sole discretion.
Any Group Link financial related supplied service requires very stringent and thorough “Know Your Customer” scrutiny and verification and the availability of any financial related transactional features and functions initiated through Group Link Membership to any Group Link Member will be conditional on verification of Member’s identity and/or its designated bank account by Group Link and/or its approved independent third parties assignees.
Group Link reserves the right to change, upgrade, modify, limit or suspend Membership or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Group Link further reserves the right to introduce new features, functionalities, applications or conditions to Membership or to future versions of Group Link Membership and User agreement. All new features, functionalities, applications, conditions, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Group Link.
Any material downloaded or otherwise obtained through the use of the Group Link Membership is done at each Group Link Member's sole discretion and risk and each Group Link Member is solely responsible for any damage to its computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any Group Link Member from Group Link or through or from its Group Link Membership shall create any warranty not expressly stated in this Agreement.
2.1 MEMBERSHIP ACCESS
Group Link will issue a Member ID and Password (chosen by the Member during registration) to each Member to access the Group Link Network. Each Member shall be solely responsible for maintaining the confidentiality of its Member ID and Password and for all activities that occur under the Member ID and Password. The issuance of the Group Link Member ID and Password is unique to a single Account and no Member shall share, assign or permit the use of its Account, Member ID or Password to another person outside of the Member's business operations.
Your Group Link Member accounts may be accessed only by use of your user ID and password. You are solely responsible and liable for any use and misuse of your user ID and password and for all activities that occur under your user ID and password. For privacy and security related reasons, you must keep your user ID and password confidential and not disclose them to any person or permit any other person to use them. Based on recent history Group Link recommends that you choose a password that is unique to you and not easily anticipated by others and while inconvenient you should change your password on a regularly, and ensure you log out of the Group Link web-site at the end of each Member user session.
Each Group Link Member acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, "multiple use"), may cause irreparable harm to Group Link and each Member upon acceptance of this Agreement and utilization of the services of Group Link, acknowledges, understands and agrees that the Members is indemnifying Group Link against any loss or damages (including but not limited to loss of profits) suffered by Group Link as a result of such multiple use of an Account. Each Member hereby undertakes to notify Group Link immediately of any unauthorized use of its Account, Member ID or Password or any other breach of security. Each Member hereby agrees that Group Link shall not be liable for any loss or damages arising from the Member's failure to comply with this section.
Each Group Link Member understands, acknowledges and agrees that under no circumstances shall Group Link be held liable for any delay or failure or disruption of Group Link Membership resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
Each Group Link Member acknowledges, understands and agrees that in no event shall Group Link be liable to a Group Link Member or any third parties for any inability to use their Group Link Membership (whether due to disruption, changes to or termination of Membership or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use Membership.
2.2 MEMBERSHIP INFORMATION AND RESPONSBILITIES
Group Link relies on the information provided by the Member upon registration for Group Link membership to the Group Link Network, including registration information (name and email address), payment information (credit card numbers and expiration dates), and transaction-related information, which must be true, accurate, current and complete. You are required to update your registration information and payment information immediately, if applicable, and will be solely responsible and liable for any and all loss, damage, and additional costs that you, we or any other person may incur as a result of your submission of any false, incorrect or incomplete information. You acknowledge that you will keep your name and address current and accurate in the Group Link Member Listing section of the Group Link web-site.
Each Group Link Member hereby represents and warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by Group Link and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. Each Member hereby grants an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to Group Link to display and use all information provided by each Group Link Member in accordance with the purposes set forth in this Agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known. In addition each Group Link Member grants to Group Link a perpetual, world-wide, royalty-free irrevocable, non-exclusive license (including the right to sub-license through multiple tiers) to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content (in whole or part) such Group Link Member uploaded, posted or supplied to Group Link for posting on any Group Link or affiliated web-sites and/or to incorporate such content in other works in any form, media or technology now known or developed.
Each Group Link Member agrees that in using or accessing their Group Link Member accounts and utilizing Group Link Member benefits, features, services, applications, and functions, the Member will not:
· post content which promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
· violate any laws, third party rights or Group Link stated policies;
· create any liability for Group Link or its Members and/or affiliates by using Group Link related on-line sites, services, applications or tools if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our sites, services, applications, or tools;
· initiate or participate in any scheme to undermine the integrity of the computer systems or networks used by Group Link and/or any user of Group Link’s Membership and no Member shall attempt to gain unauthorized access to such computer systems or networks;
· circumvent any Group Link policy or determinations about your Group Link account status such as temporary or indefinite suspensions or other account holds, limitations or restrictions;
· distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
· distribute viruses or any other technologies that may harm Group Link, or the interests or property of Group Link Members;
· manipulate the price of any item or interfere with any other Group Link Member listings or postings;
· circumvent or manipulate Group Link fee structures, the billing process, or fees owed to Group Link;
· post infringing, unlawful, false, inaccurate, misleading, defamatory, obscene, or libelous content;
· take any action that may undermine the feedback or ratings systems
· commercialize any Group Link application or any information or software associated with such application;
· harvest or otherwise collect information about users, including email addresses, without their consent; or
· circumvent any technical measures we use to provide our Services.
· post fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities;
· be part of a scheme to defraud other Members or other users of the Site or for any other unlawful purpose;
· infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other legitimate rights;
· impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
· violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);
· post content containing information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;
· post content which contain information that is unlawful or deemed by Group Link in its sole determination and discretion to be obscene or any other content which Group Link in its sole determination and discretion to be harmful to persons of a minors age or other group;
· involve attempts to copy, reproduce, exploit or expropriate Group Link’s various proprietary directories, databases and listings;
Each Group Link Member acknowledges and agrees that Group Link will not actively monitor nor exercise any editorial control whatsoever over the content of any message or other material or information created, obtained or accessible through Membership unless such monitoring of content has been initiated after a Group Link Network Member enquiry. Group Link does not endorse, verify or otherwise certify the contents of any comments or other material or information made by any Group Link Member posting. Each Group Link Member is solely responsible for the contents of their communications and will be held legally liable and accountable for the content, comments and/or other material or information which is posted by the Group Link Member. Each Group Link Member acknowledges that Group Link does not pre-screen content but that Group Link shall have the right (though not the obligation) in its sole discretion to move, modify or remove any content that is posted or uploaded on the discussion boards on the Site.
Each Group Link Member represents, warrants and agrees that it has obtained all necessary third party licenses and permissions and shall be solely responsible for ensuring that any material or information posted by the Group Link Member or provides to Group Link or authorizes Group Link to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights. Each Group Link Member further represents, warrants and agrees that it has the right and authority to sell, distribute or offer to sell or distribute the products and/or services described in the material or information it posts on the Group Link Member site or provides to Group Link or authorizes Group Link to display.
Each Group Link Member understands, acknowledges and agrees that any breaches of the representations, warranties and covenants set out in this Agreement, or if Group Link has reasonable grounds to believe that the Group Link Member or registered affiliate of a Group Link member is in breach of such representations, warranties and covenants, or if upon complaint or claim from any other Group Link Member or third party, Group Link has reasonable grounds to believe that such a Group Link Member has willfully or materially failed to perform its contract with such third party including without limitation where the Member has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the Member has delivered the items that materially fail to meet the terms and descriptions outlined in its contract with such third party, or if Group Link has reasonable grounds to believe that such Group Link Member has used a stolen credit card or other false or misleading information in any online transaction, Group Link has the right to suspend and/or terminate Membership and all Group Link Member Benefits with respect to such Group Link Member without any compensation, and restrict or refuse any and all current or future use of the associated Group Link Membership or any other services that may be provided by Group Link.
Each Group Link Member understands, acknowledges and agrees that Group Link reserves the right to cooperate fully with governmental authorities; Group Link authorized investigators and/or injured third parties in any investigation of any suspected criminal or civil wrongdoing. Further, Group Link may disclose the Group Link Member's identity and contact information, if requested by any government or law enforcement body as a result of delivery of subpoena or other legal action, and Group Link shall not be liable for damages or results thereof and the Group Link Member in accepting this agreement irrevocably agrees not to bring any action or claim against Group Link for such disclosure. In connection with any of the foregoing, Group Link may suspend or terminate the Account of any Group Link Member as Group Link deems appropriate in its sole discretion.
3. FINANCIAL TRANSACTIONS BETWEEN PARTIES
Group Link provides an electronic web-based platform for exchanging information and concluding sale and purchase transactions of products and services online between Group Link and accredited and authorized Group Link Member buyers and Group Link Member suppliers. Group Link reserves the right to limit certain features and functions of the financial platform to authorized and subscribed Group Link Members. Despite the provision of the platform through the Site, Group Link does not represent the Group Link Member supplier or the Group Link Member buyer in specific transactions but acts as the Group Link seller of the product or services selected by the Group Link Member buyer and as presented by the Group Link Member supplier on transactions which are made on or via the Group Link catalogue site. Group Link does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Site by the Group Link Member supplier or the ability of the Group Link Member supplier to complete a sale or the ability of Group Link Member buyers to complete a purchase which is the sole responsibility of the Group Link Member suppliers and Group Link Member buyers. Each Group Link Member whether a Group Link Member buyer or Group Link Member supplier understands, acknowledges and agrees that each Group Link Member party is fully and solely responsible to conduct such review, examination, and “due diligence” investigation prior to entering into any purchase or supplier of products facilitated by Group Link between Group Link Members.
WARNING: All Group Link Members must make themselves aware of the risks of dealing with people acting under fraudulent and false pretenses. Group Link through its “Know Your Customer” (“KYC”) vetting and review process makes every effort to verify the accuracy of the information Group Link Member’s provide when they register for Group Link membership. Notwithstanding these efforts made during the Group Link KYC process Group Link cannot and does not unequivocally confirm each Group Link Member’s purported identity and credibility. Group Link can only use reasonable efforts to verify the personal identity of the representative of a Group Link Members whether they are Group Link Member buyers or suppliers.
Each Group Link Member either Group Link Member buyer or supplier acknowledges that it is fully assuming the risks of purchase and sale transactions when using Group Link to conduct transactions (“Transaction Risks”). Such transaction risks shall include, but not limited to, Group Link Member buyer and/or supplier misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective products, delay or default in delivery, inability to pay, cost miscalculations, breach of warranty, breach of contract, transportation accidents and the inability to pay. Each Group Link Member agrees that Group Link shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise a result of or in connection with any Transaction Risks.
All Group Link Members are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Group Link Catalogue Site, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage. Group Link Members further agree to provide all information and materials as may be reasonably required by Group Link in connection with any transactions made via the transactional platform supplied by Group Link. Group Link Members acknowledge, understand and agree that Group Link will suspend or terminate any Group Link Member’s Membership and related accounts if the Group Link Member fails to provide any transactional related information and materials as requested by Group Link at its sole determination and discretion.
In the event that any Group Link Member has a dispute with any party to a transaction, such Group Link Member agrees to release and indemnify Group Link, its agents, affiliates, directors, officers and employees from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.
Without limiting any other right of Group Link, whenever an obligation of a Group Link Member is due and payable or Group Link has the right to declare an obligation of a Group Link Member to be immediately due and payable (whether or not Group Link has so declared), Group Link may, in Group Link’s sole discretion, set off against the obligation any and all amounts then owed to a Group Link Member by Group Link in any capacity whether or not due, and Group Link shall be deemed to have exercised such right to set off immediately at the time of making Group Link’s decision to do so even though any charge thereof is made or entered on Group Link’s records subsequent thereto.
4. LIMITATION OF LIABILITY AND GOVERNING LAW
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND MAY HAVE A SUBSTANTIAL IMPACT ON YOU AS A GROUP LINK MEMBER
THIS AGREEMENT SHALL , IN ALL RESPECTS, BE SUBJECT TO, INTERPRTED, CONSTURED AND ENFORCED IN ACCORDANCE WITH AND UNDER THE LAWS OF THE PROVINCE OF ALBERTA AND THE LAWS OF CANADA APPLICABLE THEREIN AND SHALL BE TREATED AS AN AGREEMENT MADE IN THE PROVINCE OF ALBERTA. ALL GROUP LINK MEMBERS IRREVOCABLY ACKNOWLEDGE, UNDERSTAND AND AGREE TO SUBMIT TO THE JURIDICTION OF THE COURTS OF THE PROVINCE OF ALBERTA AND COURTS OF APPEAL THEREFROM IN RESPECT ALL MATTERS ARISING OUT OF THIS AGREEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GROUP LINK MEMBERSHIP IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND GROUP LINK HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF PRODUCT OR SERVICES CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GROUP LINK MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH GROUP LINK AND ITS AFFILIATED WEB-SITES.
GROUP LINK SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT , PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY DAMAGES WHATSOEVER RESULTING FROM; THE USE OR INABILITY TO USE THE GROUP LINK MEMBERSHIP, ANY DEFECT IN GOODS, SAMPLES, DATA, INFORMATION OR SERVICES SUPPLIED OR OBTAINED FROM GROUP LINK OR ANY OTHER GROUP LINK MEMBER SUPPLIER OR THIRD PARTY. IN ADDITION GROUP LINK WILL NOT BE HELD LIABLE FOR A DELAY OR FAILURE OR DISRUTION OF GROUP LINK MEMBERSHIP RESULTING DIRECTLY OR INDECTLY FROM ACTS OF NATURE, FORCES OR CAUSE BEYOUND ITS CONTROL, INCLUDING WITHOUT LIMITATION, INTERUPTION OF INTERNET SERVICES, COMPUTER, TELECOMMUNICATION OR THEIR EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOUR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOUR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, COURT ACTIONS AND/OR NON-PERFORMANCE OF THIRD PARTIES.
NOTWITHSTANDING ANY OF THE FOREGOING PROVISIONS, GROUP LINK MEMBERS ACKNOWLEDGE, UNDERSTAND AND IRREVOCABLY AGREE THE AGGREGATE LIABILITY OF GROUP LINK, ITS EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES OR ANY ONE ACTING ON BEHALF OF GROUP LINK MEMBERS FOR ALL CLAIM ARISING FROM THE USE OF MEMBERSHIP OR RELATED GROUP LINK WEB-SITES SHALL BE LIMITED TO CDN $27.50. THE PRECEDING SENTENCE SHALL NOT PRECLUDE THE REQUIREMENT BY THE GROUP LINK MEMBER TO PROVE ACTUAL DAMAGES AND PAYMENT OF GROUP LINK MEMBERSHIP FEES FOR THE PERIOD WHICH THE GROUP LINK MEMBER HOLDS ITS GROUP LINK MEMBERSHIP. ALL CLAIMS ARISING FROM THE USE OF MEMBERSHIP MUST BE MADE WITHIN 21 DAYS OF THE CAUSE OF ACTION.
If any portion of this Agreement shall at any time be deemed to any extent to be invalid or illegal under and applicable statue, law or ordinance, then to such extent the effected provision shall be deemed to be omitted herefrom, and all other provisions of this Agreement shall remain valid and in full for and effect.
Any translation of this User Agreement and all related documents is done for local requirements and in the event of a dispute between the English and French version, the English version of this User Agreement and all related documents shall govern. If you are a resident of the Province of Quebec, the following clause applies: The Group Link Parties hereby confirm that they have requested that this User Agreement and all related documents be drafted in English. Les parties ont exigé que la présente convention et tous les documents auxquels cell-ci réfère soient rédigés et signés en langue anglaise.
5.3 SUPERSEDING AGREEMENT
This Group Link Membership and User Agreement (including related Group Link posted policies and rules) sets forth the entire understanding and agreement between us with respect to the subject matter hereof.
This Agreement constitutes the entire agreement of the Group Link Parties as to the subject matter hereof, there are no other promises, representations, terms, conditions or obligations other than those contained herein, or otherwise set forth in another agreement entered into by the Parties hereto and in connection herewith. This Agreement supersedes all prior communications, representations, advertisements, promotions, or agreements, oral or written, between the Group Link Parties and shall not be modified except in writing signed by each Group Link Party.