IMPORTANT! YOUR ACCESS TO THIS WEBSITE IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE PROCEEDING. CLICKING THE "I ACCEPT" BUTTON IS THE EQUIVALENT OF YOUR SIGNATURE AND INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, PLEASE CLOSE ALL BROWSER WINDOWS ASSOCIATED WITH THIS SURVEY.

 

                  This Website Legal Terms and Conditions (the "Agreement") is an agreement between you ("You') and Hofer Studio (the "Company"). "We" and "Us" means both You and the Company. The effective date of this Agreement is when You accept or are deemed to accept this Agreement in accordance with the procedure set out in this Agreement.

 

                  You hereby consent to the exchange of information and documents between Us electronically over the Internet or by email and that this electronic Agreement shall be the equivalent of a written paper agreement between Us.

 

WHEREAS:

(a)            the Company engages You to provide feedback on the Company's designs; and

(b)            in exchange for your feedback and possible contribution to Intellectual Property development, the Company agrees to provide you with exactly one (1) gift card with a value of $10 Canadian dollars.

NOW THEREFORE in consideration of Your engagement, this Agreement being a condition of engagement, the Company and You agree as follows:

 

1.              In this Agreement:

(a)            "Confidential Information" means any and all confidential data or information obtained by You from the Company or from any of the Company's clients, customers, potential clients, or contractors, including, but not limited to, all technical, scientific, financial, business, personal and other information, all manufacturing, marketing, sales and distribution data, all scientific and test data, documents, methods, techniques, formulations, operations, know-how, trade secrets, computer software, algorithms, processes, practices, ideas, inventions (whether patentable or not), designs, devices, publications, reports, plans and drawings; and

(b)            "Intellectual Property" means all inventions (whether patentable or not), designs, discoveries, methods, techniques, formulations, know-how, trade secrets, software, algorithms and processes, including those that may be the subject of patent, copyright, industrial design, design patent, utility model, trademark or other forms of protection.

 

2.              Without the written consent of the Company, You shall not disclose, make public or authorize the disclosure or publication of any Confidential Information, whether or not developed by You, except as required in the performance of Your duties to the Company.

 

3.              You shall do all things reasonably required to ensure that all benefits accruing from the use of Confidential Information accrue to the benefit of the Company.

 

4.              You hereby assign and agree to assign all of Your interest in the Intellectual Property to the Company. For the sake of certainty, You agree that You are assigning to the Company all of Your interest in any Intellectual Property conceived or made by You on, before, or after the date of this Agreement during Your engagement with the Company. You shall sign any and all applications, assignments and other instruments which the Company reasonably requires to apply for and obtain letters patent, industrial design registration, and/or copyright registration in any country or to otherwise protect the Company's interest in the Intellectual Property. You hereby waive all moral rights in any and all copyright works authored or co-authored by You. The obligations set out herein shall continue beyond the termination of this Agreement and shall be binding upon Your executors, administrators, assigns and other legal representatives.

 

5.              This Agreement is effective until terminated by the Company, in the Company's sole and unfettered discretion. The Company may terminate this Agreement without notice to You if You fail to comply with any of its terms. Any such termination by the Company shall be in addition to and without prejudice to such rights and remedies as may be available to the Company, including injunction and other equitable remedies.  The ownership, termination, interpretation, and the indemnity provisions of this Agreement shall survive the termination or expiry of this Agreement.

 

6.              The Company and this website (excluding linked websites or content) are physically located within the Province of Ontario, Canada. This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada, and shall be treated in all respects as an Ontario contract, without reference to the principles of conflicts of law. In the event of a dispute, We agree to submit to the non-exclusive jurisdiction of the Ontario courts. We expressly exclude the United Nations Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act of Ontario as amended, replaced or re-enacted from time to time. You agree to waive any right You may have to: (i) a trial by jury; and (ii) the commencement of or participation in any class action against Company related to this website or this Agreement and, where applicable, You also agree to opt out of any class proceedings against Company or its licensors.

 

7.              The division of this Agreement into sections is for convenience only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.

 

8.              This Agreement as it may be amended from time to time in accordance with the provisions of Section 9, and any and all other legal notices and policies on this website, constitutes the entire agreement between You and the Company with respect to the use of this website.

 

9.              The Company reserves the right, in its discretion, to amend this Agreement at any time by posting amendments on this website. You are responsible for periodically reviewing the amendments on this website, and You are deemed to be aware of such amendments. If You do not agree to the amended terms and conditions, You shall immediately stop using this website. Access to this website or use of this website after any amendments have been posted shall constitute Your acknowledgement and acceptance of the amended terms and conditions. No supplement, modification or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on the Company unless executed by the Company in writing. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

 

10.           Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.

 

11.           This Agreement shall inure to the benefit of and be binding upon each of Us and our respective successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.

 

                  (C) Hofer Studio 2017, Ontario, Canada. Hofer Studio is the trademark of Hofer Hofer Ltd.