Legal

NYMI TERMS OF USE

Last Updated: August 2016

The following terms and conditions (the "Agreement") govern all use of this website, our application(s), all services and all products provided by Nymi (together, the "Service"). The Service is owned and operated by Nymi Inc. ("Nymi").

The Service is offered subject to your (the "User") acceptance without modification of all of the terms and conditions contained herein and all other rules, policies and procedures that may be published from time to time by Nymi or posted on www.nymi.com (the "Site") ("Policies") – including, without limitation, Nymi's Privacy Policy www.nymi.com/privacy. To the extent any of the Policies conflict with this Agreement, such Policies shall control. IF YOU DO NOT ACCEPT AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS OF USE, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SERVICE.

 

  1. ACCESS

    Subject to the terms and conditions of this Agreement, the Service is provided solely for the User's own personal, non-commercial use only and/or for such enterprise uses as Nymi may choose to permit in its sole and absolute discretion and is not for the use or benefit of any third party. Nymi may change, suspend or discontinue the Service at any time, including the availability of any feature or content. Nymi may also impose limits on certain features and services or restrict User's access to parts or all of the Service without notice or liability.

    The User also certifies that they are legally permitted to use the Service and takes full responsibility for the selection and use of the Service. This Agreement is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

  2. MODIFICATIONS

    Nymi reserves the right to, at its sole discretion, modify this Agreement at any time by posting a notice on the Site or it may send the User, who has consented or has an existing business relationship, a notice via email, or using such other means of communication as may be available to Nymi in its sole and absolute discretion. The User shall be responsible for reviewing and becoming familiar with any such modifications. The use of the Service by the User following such notification constitutes the User's acceptance of the terms and conditions of this Agreement as modified.

  3. REGISTRATION

    As a condition of using certain features of the Service, a User may be required to register with Nymi and select a password and User name ("User ID"). The User shall provide Nymi with accurate, complete, and up-to-date registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User's account. The User may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; or (ii) use as a User ID a name subject to any rights of a person other than the User without appropriate authorization. Nymi reserves the right to refuse registration of or cancel a User ID in its sole discretion. The User shall be responsible for maintaining the confidentiality of the User's password and other account information. In the event that your User ID or password is used without your consent or that you discover any other breach of security, you agree to promptly notify us at info@nymi.com. We are not responsible for your failure to comply with this clause, or for any delay in shutting down your account after you have reported a breach of security to us. You are solely responsible for any and all activities which occur under your User ID and/or account.

    Please see our Privacy Policy www.nymi.com/privacy for more details.

  4. PRODUCT PURCHASES

    The terms of sale set out in this Section 4 (the “Sale Terms”) apply to all orders accepted by Nymi for the sale of its products unless the User and Nymi have executed a written agreement that supersedes these Sale Terms. All orders placed on the Site are subject to Nymi’s acceptance and Nymi may accept or decline the User’s order in Nymi’s sole and absolute discretion. Nymi will send an automated reply by email that it is has received the User’s order and, if Nymi accepts the User’s order, Nymi will send to the User a second automated reply email containing delivery information.

    If the User purchases a product, the User authorizes Nymi to charge the User (per the payment method selected by the User through the Site) for the price of the product plus all related fees, shipping, and taxes. Product prices shall be as set forth by Nymi on the Site and are subject to change at any time without prior written notice.

    Product purchases are subject to Nymi's Limited Warranty as set out in this Agreement. The risk of loss and title for the Products ordered by the User shall pass to the User upon Nymi's delivery of the items to the independent carrier. Replacement of products claimed as damaged, and credits to the User's account claimed as not received, are subject to Nymi's investigation and discretion.

    For all orders made through the Site, Nymi’s third-party payment service provider will collect the User’s credit card details and charge the User’s credit card account in connection with the order. Nymi does not view nor store the User’s credit card information. Nymi stores the User’s shipping address so that Nymi can process the User’s order through its fulfillment partner.

    By placing an order through the Site the User agrees that: (i) the User is representing that any credit card information supplied by the User is true and complete; (ii) the User will pay the applicable price listed, as well as any shipping and handling charges and applicable taxes and (iii) products purchased by the User are for personal or gift use and not for resale.

    Nymi will pack the products purchased by the User in accordance with Nymi’s standard packing practices. Nymi will deliver such products using the delivery method that the User selects through the Site. Title to such products (except to the extent that the products consist of or contain Software) and risk of loss will pass to the User upon Nymi’s delivery of the products to the applicable carrier. The User acknowledges that all scheduled shipment dates are estimates only. Nymi will make reasonable efforts to meet the scheduled shipment dates, but in no event will Nymi be liable for any loss, damage, or penalty resulting from any delay in shipment or delivery of any products to the User.

  5. PROMOTIONAL OFFERS

    If the User has agreed to receive commercial emails from Nymi, the User may opt-out of such emails by unsubscribing from same as specified in such email. Please see Nymi’s Privacy Policy www.nymi.com/privacy.

  6. CONTENT

    The content on the Service, including without limitation, the text, metadata, software, scripts, graphics, files, images, photos, sounds, music, videos, interactive features and the like (collectively known as "Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Nymi. Nymi reserves all rights to but not expressly granted in and the Service and the Content. The User shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit any Content or Marks for any purposes whatsoever without the express prior written consent of the respective owners. Your use of the Service does not grant or transfer to you any ownership or other rights in the Service or the Content, and except as expressly provided, nothing herein or within the Service, Content, or our websites shall be construed as conferring on you or any other person any license under any of Nymi’s or any third party’s intellectual property rights, including, without limitation, any right to download, display, reproduce, distribute, modify, edit, alter or enhance any of the Content in any manner whatsoever. Any rights not expressly granted to you in this Agreement are expressly reserved by Nymi.

    Nymi grants the User a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to display and view the Content for personal, non-commercial use (including for greater certainty, such enterprise uses as Nymi may choose to permit). If the User downloads or prints a copy of the Content for personal use, the User must retain all copyright and other proprietary notices contained therein. Copying, using or storing any Content for reasons other than such use is expressly prohibited without prior written permission from Nymi or from the applicable copyright holder.

    The User shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Site.

  7. SOFTWARE

    With respect to any software provided by Nymi (including, without limitation, as embedded in any product) ("Software"), Nymi grants the User a limited, revocable, personal, non-sublicensable, non-transferable, non-exclusive license to use the Software, in object code form only, and only for the User's personal, non-commercial use (including for greater certainty, such enterprise uses as Nymi may choose in its sole and absolute discretion to permit), in connection with the Products.

    Except as expressly and unambiguously permitted by this Agreement, the User shall not, nor permit anyone else to, directly or indirectly: (i) copy, modify or distribute the Software (or any part of the Site, including without limitation the Content); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Software (or any part of the Site, including without limitation the Content) (except where the foregoing is expressly prohibited by applicable local law, and then only to the extent so prohibited); (iii) rent, lease or use the Software for timesharing or service bureau purposes, or otherwise use the Software (or any part of the Site, including without limitation the Content) for the benefit of any third party; or (iv) use the Software for commercial purposes (other than permitted enterprise uses) or to create or develop any other product or service. The User shall maintain and not remove or obscure any proprietary (including copyright) notices on the Software. As between the parties, title, ownership rights and intellectual property rights in and to the Software, and any copies, portions or derivatives thereof, shall remain with Nymi and its suppliers and licensors. The Software is protected by the copyright laws of Canada and international copyright treaties. The User acknowledges that the Software is licensed, not sold. This Agreement does not give the User any rights to the Software not expressly granted herein.

  8. RESTRICTIONS.

    The User shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, (except as may be a result of standard search engine activity or use of a standard browser), to access, acquire, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. Nymi reserves the right to bar any such activity, in its sole and absolute discretion.

    The User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Nymi server, or to any of the services offered on or through the Service, by hacking, password "mining", or any other illegitimate means.

    The User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement, or which infringes the rights of Nymi or others.

  9. THIRD PARTY SITES

    The Site may permit the User to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Nymi's control, and the User acknowledges that Nymi is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Nymi. The User further acknowledges and agrees that Nymi shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods, information, or services available on or through any such website or resource.

  10. INDEMNIFICATION

    The User is responsible for all of its activity in connection with the Service. The User shall defend, indemnify, and hold harmless Nymi, its affiliates and each of its employees, contractors, directors, suppliers and representatives from all liabilities, losses, damages, claims, and expenses, including reasonable attorneys' fees, that arise from or in connection with: (i) the User's use or misuse of the Service; (ii) the User's access to any part of the Service, or (iii) the User's violation of this Agreement and/or our Policies.

  11. LIMITED PRODUCT WARRANTY

    Nymi warrants (the “Limited Product Warranty”) to the original purchaser of a product consisting of an electronic device purchased through the Site (the “Warranted Hardware”) that the Warranted Hardware shall be free from defects in materials and workmanship under normal use for a period of 90 days from the date of purchase (the "Warranty Period").

    The Limited Product Warranty does not cover software embedded in the Warranted Hardware or any services provided by Nymi. The Limited Product Warranty applies only to products manufactured by or for Nymi bearing a "Nymi" trademark, trade name, or logo. The Limited Product Warranty does not apply to consumables (such as batteries) or software, even if packaged or sold with a product or embedded in a Product to which the Limited Product Warranty applies.

    If a defect in the Warranted Hardware arises and a valid claim is received by Nymi within the Warranty Period, Nymi will, at its option and to the extent permitted by law, either (1) repair the Warranted Hardware at no charge, using new or refurbished replacement parts or (2) replace the Warranted Hardware with a new or refurbished product. These are the User’s sole and exclusive remedies with respect to defective Warranted Hardware. Shipping and handling charges may apply except where prohibited by applicable law. This Limited Product Warranty is valid for product purchases made through the Site. Any replacement Warranted Hardware will be warranted for the remainder of the original Warranty Period or for any additional period of time that may be applicable in the User’s jurisdiction.

    To obtain warranty service, the User must deliver the applicable product, including payment of shipping and handling charges, in either its original packaging or packaging providing an equal degree of protection, to the address specified by Nymi. Nymi may require that the User furnish proof of purchase details or comply with registration requirements before receiving warranty service. It is the User’s responsibility to backup any data, software, or other materials that the User may have stored or preserved on the Warranted Hardware. It is likely that such data, software, or other materials will be lost or reformatted during service, and Nymi will not be responsible for any such damage or loss. For specific instructions on how to obtain warranty service for Warranted Hardware, contact us at info@nymi.com.

  12. WARRANTY DISCLAIMER

    TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, AND EXCEPT FOR THE FOREGOING LIMITED PRODUCT WARRANTY, THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE, THE CONTENT, AND ANY SOFTWARE) AND ALL PRODUCTS ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (BUT, FOR CLARITY, THE PRODUCTS CAN ONLY BE RETURNED/EXCHANGED PURSUANT TO NYMI'S LIMITED WARRANTY).

    IN ADDITION, NYMI MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE, THE CONTENT, AND ANY SOFTWARE) AND THE PRODUCT WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION, AND NYMI DISCLAIMS ANY LIABILITY RELATING THERETO.

    WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NYMI MAKES NO REPRESENTATION OR WARRANTY THAT: (I) THE PRODUCT OR SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE, THE CONTENT, AND ANY SOFTWARE) WILL BE COMPATIBLE WITH YOUR DEVICE, COMPUTER AND SOFTWARE; (II) THE PRODUCT OR SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE, THE CONTENT, AND ANY SOFTWARE) WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (III) THE TRANSMISSION OF INFORMATION TO AND FROM THE PRODUCT OR THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE, THE CONTENT, AND ANY SOFTWARE) WILL BE SECURE; (V) THE USE OF THE PRODUCT OR THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE, THE CONTENT, AND ANY SOFTWARE) WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; OR (VI) THE USE OF THE PRODUCT OR THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE SITE, THE CONTENT, AND ANY SOFTWARE) WILL NOT CAUSE ANY DAMAGE TO YOUR COMPUTER SYSTEMS, SOFTWARE OR ELECTRONIC FILES.

    THE LIMITED PRODUCT WARRANTY DOES NOT APPLY TO A PRODUCT OR PART OF A PRODUCT THAT HAS BEEN ALTERED OR MODIFIED BY ANYONE WHO IS NOT AN AUTHORIZED REPRESENTATIVE OF NYMI. IN ADDITION, THE LIMITED PRODUCT WARRANTY DOES NOT APPLY: (A) TO DAMAGE CAUSED BY USE WITH NON-NYMI PRODUCTS; (B) TO DAMAGE CAUSED BY OPERATING THE PRODUCT IN A MANNER NOT PERMITTED OR INTENDED BY NYMI OR WITH IMPROPER VOLTAGE OR POWER SUPPLIES. RECOVERY AND REINSTALLATION OF SOFTWARE PROGRAMS AND USER DATA ARE NOT COVERED UNDER THE LIMITED PRODUCT WARRANTY.

    ANY PRODUCTS OR SERVICES DESCRIBED ON THE SITE ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED FOR SALE. THE INFORMATION ON THE SITE IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.

    THE PRODUCT IS NOT INTENDED NOR QUALIFIED TO OPERATE AS A MEDICAL DEVICE.

    THIS DISCLAIMER OF WARRANTIES SHALL BE VOID TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

  13. LIMITATION OF LIABILITY

    IN NO EVENT SHALL NYMI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD PARTY LICENSORS, OR THIRD PARTY SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE (OR THE SITE, SOFTWARE, OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICE) OR THE PRODUCT: (I) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (U.S.) (PROVIDED THAT, IN THE EVENT THE APPLICABLE CLAIM/DISPUTE DIRECTLY RELATES TO PRODUCTS OR SERVICES USER PURCHASES FROM NYMI, SUCH DAMAGES CAP WILL BE EQUAL TO THE MONETARY VALUE OF THE APPLICABLE PRODUCTS AND SERVICES (EXCLUDING TAXES AND ASSOCIATED SHIPPING). THE FOREGOING LIMITATIONS SHALL BE VOID TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

  14. TERMINATION

    Nymi may terminate the User's access to all or any part of the Service at any time, with or without cause, and without incurring any liability or obligation whatsoever to the User or any other person or entity. Upon termination by Nymi, the User will no longer access (or attempt to access) the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers and limitations of liability.

  15. EXPORT AND TRADE CONTROLS

    The User agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or pursuant to the Service except in full compliance with all Canadian, foreign and other applicable laws and regulations.

  16. INTERNATIONAL USE

    Nymi makes no representation that the Service is appropriate or available for use in the country, geographic area or jurisdiction where the User is located, and accessing the Service from territories where any of the content accessed via the Service may be illegal is prohibited. The User is responsible for compliance with local laws when the User accesses and uses the Service.

  17. PRIVACY

    We strongly encourage the User to closely review Nymi's Privacy Policy, which can be found at www.nymi.com/privacy.

  18. COPYRIGHT AND NOTICES OF INFRINGEMENT

    All content included on the Site, such as text, graphics, logos, button icons, images, and software, is the property of Nymi or Nymi's licensors and other content suppliers and protected by Canadian and international copyright laws. All software used in connection with the Site is the property of Nymi or its software suppliers and protected by Canadian and international copyright laws.

    Nymi is under no legal obligation to actively screen or edit User Content (defined below), but reserves the right, in its sole and absolute discretion, to modify, edit or remove any User Content, or to request a User to modify or edit his or her User Content, if a complaint or notice of allegedly infringing materials is received with respect to the User Content, or for any other reason.

    To complain about User Content and/or to provide notice of allegedly infringing materials on the Site, please contact us at info@nymi.com.

  19. ELECTRONIC COMMUNICATIONS

    When the User sends emails to Nymi, the User is communicating with Nymi electronically. The User hereby consents to receive return communications from Nymi electronically. Nymi may communicate with the User by email or by posting notices on the Site. The User agrees that all agreements, notices, disclosures and other communications that Nymi provides to the User electronically satisfy any legal requirement that such communications be in writing.

  20. USER CONTENT AND CODE OF CONDUCT

    Certain features and/or portions of this Site may (or may in the future) permit you to upload, post or otherwise transmit content that you have created (the “User Content”).

    1. You hereby agree that you shall not use the Site to upload, post, communicate or otherwise submit or transmit through, or to, the Site any User Content that:

      1. may, in the sole and absolute discretion of Nymi, degrade, tarnish or deprecate Nymi and/or the public image or standing in the community of Nymi;

      2. is deemed, in the sole and absolute discretion of Nymi, to be defamatory, trade libelous, pornographic or obscene;

      3. is deemed, in the sole and absolute discretion of Nymi, to contain, depict, include, discuss or involve, without limitation, any of the following: nudity; alcohol/drug consumption or smoking; explicit or graphic sexual activity, or sexual innuendo; crude, vulgar or offensive language and/or symbols; derogatory characterizations of any ethnic, racial, sexual, religious or other groups; content that endorses, condones and/or discusses any illegal, inappropriate or risky behaviour or conduct; personal information of individuals, including, without limitation, names, telephone numbers and addresses (physical or electronic); commercial messages, comparisons or solicitations for products or services other than products of Nymi; any identifiable third party products, trade-marks, brands and/or logos, other than those of Nymi; conduct or other activities in violation of this Agreement; and/or any other content that is or could be considered inappropriate, unsuitable, aggressive, threatening or offensive, all as determined by Nymi in its sole and absolute discretion;

      4. contains any reference to or likeness of any identifiable third parties, unless consent has been obtained from each such individual and his/her parent/legal guardian if he/she is under the age of majority in his/her jurisdiction of residence (note: if you cannot obtain the consent of an individual appearing in your User Content, then his/her face must be blurred out and voice (if applicable) must be altered so as to be unrecognizable);

      5. is in any way disparaging, or might be seen to be disparaging, to Nymi;

      6. infringes, or might infringe, the intellectual property rights, privacy rights, rights of publicity, or other proprietary rights of others or give rise to any claims for payment whatsoever;

      7. contains any viruses, trojan horses, time bombs, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

      8. contains (in any format or media) any music, logos, trade-marks or other copyrighted materials (e.g. photographs, pictures, texts, lyrics, etc) unless you have first obtained consent from the owner of such materials.

    2. You hereby agree that you shall not use the Site to:

      1. disrupt, place unreasonable burdens or excessive loads on, interfere with or attempt to gain unauthorized access to any portion of the Site;

      2. collect information about others without their consent; and/or,

      3. upload, post, email, transmit or otherwise make available any content that you do not have the right to disclose or make available.

    3. Further, you hereby agree that you shall not engage in prohibited or unauthorized use of the Site or of Nymi systems, including, but not limited to, unauthorized entry into the systems, misuse of passwords, or misuse of any information on the Site.

  21. LICENSE GRANTED BY USERS TO NYMI (RE: USER CONTENT)

    Certain features and/or portions of this Site permit you to upload, post or otherwise transmit User Content. By using any such features and/or portions and providing User Content, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) are giving Nymi permission to forever use any User Content you submit on or through the Site.

    By using the Site and providing User Content, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby: (i) grant to Nymi a world-wide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, non-exclusive, and unrestricted license to copy, reproduce, adapt, transmit, edit, modify, or otherwise use, publicly display, distribute, translate and create compilations and derivative works from, any and all User Content (in any format or media) that you post on, upload or otherwise submit to or through, the Site; and (ii) waive all moral rights in and to all User Content that you post on, upload or otherwise submit to or through, the Site in favour of Nymi. For greater certainty, this means that, among other things, Nymi has the right to use any and all ideas you submit (including ideas about our products, services, publications or advertising campaigns) in any manner that we choose, without any notice or obligation to you whatsoever. We do not generally screen or edit User Content, but that we reserve the right, in our sole and absolute discretion and at any time, although we are under no legal obligation to do so, to monitor, edit or otherwise remove, without any notice and without obligation or incurring any liability, any User Content (or any portion of any User Content) on the Site.

    Without limiting the generality of the foregoing, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby grant to each user of the Site a world-wide, perpetual, irrevocable, royalty-free, non-exclusive license to share any and all User Content (in any format or media) that you post on, upload or otherwise submit to or through, the Site via any share functionality that may be available on the Site.

  22. USER WAIVERS AND REPRESENTATIONS (RE: USER CONTENT)

    By using the Site and providing User Content, you (and your parent or legal guardian on your behalf, if you are under the age of majority in your jurisdiction of residence) hereby acknowledge, agree, warrant and represent to Nymi that any and all User Content (in any format or media) you post on, upload to or otherwise submit to or through, the Site:

    1. is original to you and that you have obtained all necessary rights in and to the User Content and all of its components (if applicable) to post, upload, or otherwise submit it to or through the Site;

    2. does not violate any law; and,

    3. complies with this Agreement.

  23. MISCELLANEOUS

    1. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

    2. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

    3. This Agreement is not assignable, transferable or sublicensable by the User except with Nymi's prior written consent. Nymi may transfer, assign or delegate this Agreement and its rights and obligations without consent.

    4. For users who are not individuals resident in the province of Quebec, this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The Parties agree that the courts located in the City of Toronto, in the Province of Ontario shall have the exclusive jurisdiction and venue to determine all disputes and claims arising between the parties. For users who are individuals resident in the province of Quebec, this Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein. The Parties agree that the courts located in the City of Montreal, in the Province of Quebec shall have the exclusive jurisdiction and venue to determine all disputes and claims arising between the parties.

    5. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement and, except as otherwise provided herein, that all modifications must be in a writing signed by both parties.

    6. The parties disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.