Terms of Service Agreement

TERMS OF SERVICE

The Services and This Agreement
1.1 Your use of  Indigenous Resource Management (“IRM”) software, websites, forums, or mediated functionality (individually and collectively deemed the “Services”) are covered by this agreement (the “Agreement”) entered into between yourself and IRM, a corporation incorporated under the Alberta Business Corporations Act, and located in Edmonton, Alberta, Canada.  This Agreement contains defined terms, representations by both IRM and yourself, and conditions under which your use of the Services are subject to.
1.2 This Agreement is subject to change by IRM, and from time-to-time you will be provided notice of these changes.  You will be able to access the current Agreement through the IRM website, at www.goirm.com  You are encouraged to print or otherwise save a copy of this Agreement for future reference.  This Agreement is provided in English, but if IRM provides a translation in any language, you agree that the English version shall prevail.

Acceptance of this Agreement
2.1 The use of the Services is subject to your acceptance of this Agreement, your agreeing with the representations within it and the conditions to use (the “Terms of the Agreement”).
You can accept the Terms of the Agreement in the following ways:
(i)                  by indicating acceptance of this Agreement by checking an appropriate box within a web page, following a link labeled in a manner consistent with accepting the Agreement; or
(ii)                 using the Services, which you agree IRM shall reasonably rely upon as being your acceptance of the Terms of the Agreement.
2.2 You understand that you may not accept the terms of the Agreement and use the Services if you are not able to form a binding contract with IRM in Canada or your country of residence, are under the age of eighteen years old and do not have your parent or guardians permission to use the Services and accept the Terms of the Agreement, or are under the age of 13.
2.3  You acknowledge that IRM may make changes to this Agreement from time to time. You may access these changes at www.goirm.com as these changes are made.  You agree that the use of the Services following changes may be deemed as your consent to these changes.

Provision of the Services
3.1 You agree that IRM may use subsidiaries, agents, or third-parties located within Canada or anywhere in the world, to provide the Services.
3.2 You agree that the provision of the Services, their extent, functionality, form and nature may change at the sole and exclusive discretion of IRM, all without prior notice to you.
3.3 You may stop using the Services at any time and do not need to provide notice to IRM.
3.4 You understand and agree that the termination of the Services, or changes to the extent, functionality, form or nature of the Services may result in loss of information which may include account details, your generated content, information we have collected or information you have provided.  You agree to hold IRM harmless for any harm to you from the loss of information contemplated herein.
Use of the Services
4.1  You agree to use the Services addressed by this Agreement in ways, and for purposes, allowed by the Terms of the Agreement and all applicable laws, or regulations in relevant jurisdictions (including any laws regarding the export of data or software to and from relevant countries).  You agree that you will not directly or indirectly engage in any activity that interferes with, or disrupts, the provision of the Services.
4.2  You understand and agree that you are not allowed to sell, provide, duplicate or otherwise make available the Services to anyone other than yourself; for any purpose.  You agree that any use of the Services or breach of the terms of the Agreement is your sole responsibility; including any resulting consequences such as damages or harm IRM may suffer due to your failure to abide by the Terms of this Agreement.  IRM explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section.
Use of Content in Conjunction with the Services
5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images, their selection and arrangement) which you may have access to as part of, or through your use of, the Services are the sole property of IRM or third party authorized by IRM to present such information as part of IRM Services.  All such information is referred to below as the “Content”.
5.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by persons or parties other than IRM (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by IRM or by the owners of that Content, in a separate agreement. No Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without IRM’s prior written permission.
Intellectual Property Rights
6.1 You acknowledge and agree that IRM owns all legal right, title and interest in and to the Services and Content, including any intellectual property rights which subsist in the Services and Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by IRM and that you shall not disclose such information without IRM’s prior written consent.
6.2 Provided that you are eligible for use of the Services and Content, you are granted a limited license to access and use the Services and Content and to download or print a copy of any portion of the Services to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. You may not upload or republish Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Content is strictly prohibited. Such license is subject to these Terms of this Agreement and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods.
6.3 Any use of the Services and Content other than as specifically authorized herein, without the prior written permission of IRM, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by IRM at any time without notice and with or without cause.
Software
7.1 Software, executable code or applications which you require to use the Services may be automatically downloaded to your computer to install updates from time to time. These updates are designed to improve, enhance and further develop the Services and you agree to allow IRM or a third-party appointee of IRM to deliver these updates and you agree to receive such updates as part of your use of the Services.

Termination
8.1 The Terms of the Agreement will continue to apply until terminated by either you or IRM, as contemplated herein.  If you want to terminate this Agreement, you may do so by notifying IRM in writing.  Written notice should be sent to the current contact address available on www.goirm.com
8.2 You agree that IRM may terminate this agreement without prior written notice.
8.3 You agree that IRM may terminate this agreement and suspend its services when your account is 30 days past due.
8.4 You agree that IRM may terminate this agreement and suspend its services and remove any and all of your data from our servers, data center, and cloud services when your account is 60 days past due.
8.5 You agree that IRM may terminate any agreement and any and all software, hardware, intellectual properties, projects, and rights become and sole property of STONRAFTT, which may be resold, collected and seized when your account is 120 past due, to assist IRM in recovery of any money owing for services rendered whether they are completed or not.

EXCLUSION OF WARRANTIES AND LIMITATIONS OF LIABILITY
9.1 NOTHING IN THESE TERMS, INCLUDING THIS SECTION 9, SHALL EXCLUDE OR LIMIT IRM’s WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR LIMITATION OR EXCLUSION OF LIABILITIES ARISING FROM CERTAIN LOSSES; ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IRM OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
9.2 IN PARTICULAR, IRM, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(i) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(ii) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
(iii) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
(iv) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
9.3 IN NO EVENT WILL IRM OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF IRM’s WEBSITE OR THE SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF IRM’s WEBSITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM IRM’s WEBSITE, EVEN IF IRM IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IRM’s LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO IRM FOR THE SERVICE DURING THE TERM OF MEMBERSHIP, BUT IN NO CASE WILL THE TOTALITY OF IRM’s LIABILITY TO YOU EXCEED $50. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO IRM FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM IRM, REGARDLESS OF THE CAUSE OF ACTION.
Other content
10.1 You acknowledge that the Services may include, either through IRM or other persons use of the Services, links to other websites or content or resources. You agree that IRM has no control over any websites or content or resources which are provided by parties other than IRM.
10.2 You acknowledge and agree that IRM is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources.  You acknowledge and agree that IRM is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources.

Privacy and Personal Information
11.1 Information on IRM’s personal information protection polices and practice can be found at the IRM website, www.goirm.com You agree that these policies apply to this Agreement, the provision of Services, and the information you provide through use of the Services.

Indemnification
12.1  You agree to indemnify, defend and hold IRM and its directors, officers, employees, agents and contractors harmless from and against any and all claims, damages, losses, costs (including without limitation reasonable attorneys’ fees) or other expenses that arise directly or indirectly out of, or from, (i) your breach of any provision of these Terms; or (ii) your activities in connection with the Services.

General
13.1 This Agreement is accepted upon your use of Services. This Agreement constitutes the entire agreement between you and IRM regarding the use of the Services. The failure of IRM to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. You agree that IRM may provide you with notices, including those regarding changes to this Agreement, by email, regular mail, or postings on the Services.
13.2 This Agreement, and your relationship with IRM, shall be governed by the laws of the Province of Alberta without regard to its conflict of laws provisions. You and IRM agree to submit to the exclusive jurisdiction of the courts located within the City of EDMONTON, Alberta, Canada to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that IRM shall still be allowed to apply for injunctive remedies in any jurisdiction.  You also agree to attempt to mediate any such dispute and to abide by all limitations of liability contained herein.

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