Terms of Use

Agreement to Terms

These Terms of Use constitute a legally binding agreement made between you and topaz-sprout concerning your access to and use of the topaz-sprout.com website and any related services.

By accessing this website, you agree to be bound by these Terms of Use. If you disagree with any part of these terms, you may not access the website.

Intellectual Property Rights

Unless otherwise indicated, the website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by topaz-sprout, its licensors, or other providers of such material and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our website without prior written consent.

Permitted Uses

You may use our website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the website:

• In any way that violates any applicable federal, provincial, local, or international law or regulation
• To transmit or procure the sending of any advertising or promotional material without our prior written consent
• To impersonate or attempt to impersonate topaz-sprout, a topaz-sprout employee, or any other person or entity
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the website
• To introduce viruses, Trojan horses, worms, or other material that is malicious or technologically harmful
• To attempt to gain unauthorized access to any parts of the website or any server, computer, or database connected to the website

User Submissions

Any information, comments, or materials you submit through our contact forms or other means become our property. By submitting such content, you grant us the right to use, reproduce, modify, and distribute that content for business purposes.

You are solely responsible for the content you submit and represent that you have all necessary rights to provide such content and that it does not violate any third-party rights.

Service Descriptions

We make every effort to display our services as accurately as possible. However, we do not warrant that service descriptions or other content on this website are accurate, complete, reliable, current, or error-free. Service offerings and pricing are subject to change without notice.

Disclaimer of Warranties

THE WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, TOPAZ-SPROUT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of Liability

IN NO EVENT SHALL TOPAZ-SPROUT, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use the website
• Any conduct or content of any third party on the website
• Any content obtained from the website
• Unauthorized access, use, or alteration of your transmissions or content

Indemnification

You agree to defend, indemnify, and hold harmless topaz-sprout and its licensees, licensors, employees, contractors, agents, officers, and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses arising from:

• Your use of and access to the website
• Your violation of any term of these Terms of Use
• Your violation of any third-party right, including any copyright, property, or privacy right

Third-Party Links

Our website may contain links to third-party websites or services that are not owned or controlled by topaz-sprout. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services.

Governing Law

These Terms shall be governed and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law provisions. Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in courts located in Toronto, Ontario.

Changes to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. Your continued use of the website after any changes constitutes acceptance of those changes.

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

Contact Information

Questions about the Terms of Use should be sent to us at:

topaz-sprout
145 Wellington Street West, Suite 400
Toronto, ON M5J 1H8
Canada
[email protected]