Terms of Use

4. License Grant and Restrictions on Use

(a) So long as you comply with these Terms, Spacecard hereby grants to you a limited, non-exclusive, non-transferable, revocable, non-sublicensable right to download and use the Apps on a compatible mobile device solely for the purposes of using and operating our Products for your personal use. You may only use our Apps and Products for commercial purposes if you have entered into a separate agreement with Spacecard for such purposes. You may not use our Apps for any other purpose without our express prior written consent.

(b) The Apps is licensed, not sold, to you. Except as expressly provided for in these Terms, Spacecard reserves all rights, title and interest in and to the Site, Apps and Products, including all intellectual property and other proprietary rights.

(c) You may not and you may not authorize any other party to: (i) cobrand our Apps; (ii) frame our Site; or (iii) hyperlink to our Site, without the express prior written permission of an authorized representative of Spacecard. For purposes of these Terms, “cobranding” means to display any name, logo, trade-mark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute our Apps or which may confuse a user as to the nature of the relationship between us and any party. You agree to cease and desist causing any unauthorized co-branding and framing or hyperlinking upon notice from us and at all times you will cooperate with us following our discovery of any such illegal activity.

(d) Except to the extent as expressly permitted under applicable law, you are not permitted to: (i) work around any technical limitations in the Apps to use the Apps in an attempt to, or in conjunction with any device, program or service designed to, circumvent technical measures employed to control access to, or the rights in the Apps; (ii) reverse engineer, decompile, decipher, disassemble or otherwise attempt to access source code of the Apps; (iii) modify or make any derivative works of the Apps, in whole or in part; (iv) remove any proprietary notices or labels on the Apps or any copy thereof; (v) use the Apps to infringe the rights, including intellectual property rights, of Spacecard or any third party; (vi) copy, sell, license, transfer, publish, reproduce, publish, rent, lease, lend, or sublicense the Apps; (vii) distribute, transfer, disclose or otherwise provide the Apps to any third party; or (viii) use the Apps in any manner not permitted by these Terms

(e) Spacecard may, at any time and without notice to you, suspend, disable, limit or terminate access or use of all or part of the Apps for any reason and without any liability to you whatsoever. While Spacecard takes great care to ensure that the Apps are accurate, errors and/or inaccuracies may occur. Spacecard may change or update information on the Site at any time without notice, and availability of the Products or the Apps. We make no representations that the Apps are compatible with, or will function or operate with your device or equipment, including the Products.

5. Additional Terms for Mobile Users

(a) Your use of our Apps must be in accordance with all third party usage rules and policies that may exist from time to time (“Usage Policies”) applicable to you or your use of our Apps that may relate to any service provider, mobile device platform or the method you used to download our Apps. You are solely responsible for determining the Usage Policies that apply to your use of the Apps.

(b) Your use of the Apps that Spacecard provides to you is designed for use on an Apple iOS-powered mobile device (an "iOS Apps") which requires usage of data services. You acknowledge and agree that you are solely responsible for any and all data fees that your wireless service carrier may charge and any other applicable fees in connection with your use of the iOS Apps.

(c) You must not use this Apps on any device that you know or have reason to believe has had its standard protections and limitations removed, including, but not limited to a device that has been “rooted” or “jailbroken”.

(d) The following additional terms and conditions apply with respect to any iOS Apps:

(i) you acknowledge that these terms are between you and Spacecard only, and not with Apple, Inc. ("Apple").

(ii) your use of Spacecard's iOS Apps must comply with Apple's then-current app store terms of service (the “App Store Terms of Service”).

(iii) Spacecard, and not Apple, is solely responsible for our iOS Apps and content available thereon.

(iv) your use of the iOS Apps is limited to Apple branded products that you own or control and as permitted by the Usage Policies set forth in the App Store Terms of Service.

(v) you acknowledge that Apple has no obligation to provide maintenance and support services whatsoever with respect to our iOS Apps.

(vi) to the maximum extent permitted by applicable law, Apple will have no warranty obligations, whether express or implied by law whatsoever with respect to our iOS Apps. To the extent not effectively disclaimed, any warranties remain with Spacecard. In the event of any failure of the iOS Apps to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price for iOS Apps to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS Apps and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to confirm to any warranty will be Spacecard’s sole responsibility.

(vii) you agree that Spacecard, and not Apple, is responsible for addressing any claims by you or any third party relating to our iOS Apps or your possession and/or use of our iOS Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS Apps fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these terms and any law applicable to us as provider of the iOS Apps.

(viii) you agree that Spacecard, and not Apple, shall be responsible, in the event of any third party claim that the iOS Apps or your possession and use of our iOS Apps infringes that third party’s intellectual property rights, and Spacecard, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such third party intellectual property infringement claim.

(ix) you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

(x) you agree to comply with all applicable third party terms of agreement when using our iOS Apps (e.g., you must not be in violation of your wireless data service terms of agreement when using iOS Apps).

(xi) if you have any questions, complaints or claims regarding the iOS Apps, please contact Spacecard.

(xii) the parties agree that Apple and Apple's subsidiaries are third party beneficiaries to these Terms as they relate to your license of Spacecard's iOS Apps. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your license of the iOS Apps as a third party beneficiary thereof.

6. Proprietary Content

(a) The entire content of our Apps and Site, including without limitation, all names, designs, graphics, images, illustrations, photographs, artwork, video, audio, software, code, data, text, displays, the Apps and Site’s “look and feel”, logos, slogans, trade-marks, trade names, service marks, domain names, and the design, selection, arrangement and presentation of the Site as a collective work and/or compilation is protected under Canadian copyright, trade-mark, competition and other laws of Canada and other nations, and is owned by us or has been licensed to us. Except as expressly provided in these Terms, nothing contained in this Site and provided by our Apps should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trade-mark, service mark, or any other intellectual property.

(b) We may, from time to time, provide you with information, documents or resources, verbally, electronically or written (collectively, “Documentation”) owned by us or licensed to us which are protected under copyright, trade-mark, patent and other intellectual property rights. All content in the Documentation, including the collection, arrangement, and assembly of such content, is our exclusive property or licensed to us. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in anyway, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Documentation or content in the Documentation, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without our prior written consent. You must not permit, allow or do anything that would infringe or otherwise prejudice our proprietary rights or allow any third party to access the Documentation. The restrictions set out in these Terms do not apply to the limited extent the restrictions are prohibited by applicable law.

(c) You agree that Spacecard may collect and use technical data and related information, including but not limited to technical information about your device, system and uses of the Apps and peripherals, that is gathered periodically to facilitate the provision of Apps and Products. You agree that Spacecard may (i) create aggregated anonymized data utilizing, in part, data and information derived from your use of the Apps (“Aggregated Data”); and (ii) use the Aggregated Data for any purpose, including improvement, optimizations and development of new products and services and marketing and promotional materials by Spacecard.

7. Third Party Content

(a) Our Apps may also contain third party information or materials (“Third Party Content”) that is owned or provided by persons other than Spacecard (“Third Party Providers”), such as our partner companies. We make no representations and warranties with respect to any such Third Party Content and do not undertake to conduct any independent investigation of Third Party Content. Inclusion of Third Party Content from Third Party Providers with Apps does not mean, unless expressly stated otherwise, that we endorse or agree with such Third Party Content.

(b) You understand that you have no proprietary rights in the Third Party Content and that the Third Party Providers retain all proprietary right, title or interest, including copyright, in their respective Third Party Content.

(c) You must use your best efforts to stop any such copying or distribution immediately after you become aware of such use. You may not copy, sell, license, transfer, publish, reproduce, modify, display, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, bundle, sublicense, export, merge, loan, rent, lease, assign, share, outsource, host, distribute in any way, prepare derivative works based on, re-post, make available to any person or otherwise use, either directly or indirectly, any of the Third Party Content, in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without the prior written consent of the Third Party Providers. You must use your best efforts to stop any such copying or distribution immediately after you become aware of such use.

8. Hyperlinks

Our Site contains hyperlinks to other sites that are not maintained by, or related to, Spacecard. Hyperlinks to such sites are provided solely as a convenience to you and do not imply any endorsement by Spacecard of, any affiliation with or endorsement by the owner of the linked site. We have no control over such third party sites. We are not responsible for the availability of such external sites and no endorsement of any third party products or services is expressed or implied by any information, material or content referred to or included on or linked from or to Apps. Use of such third party sites, including any information, material and services in these sites, is solely at your own risk. You also understand and agree that our Privacy Policy is applicable only while you are using our Apps. Once you are linked to another site, you should read the privacy statement of that site before disclosing any personal information.

9. Our Products

From time to time you may order Products from us through our Site and App. All orders and purchases of Products made through our Site and App are subject to the following conditions:

(i) You are agreeing to and entering into a complete and binding contract with Spacecard. You are responsible for providing complete and accurate contact information to us and for notifying us of any changes to such information to info@spacecard.io

(ii) All prices listed on this Site are in US dollars and, unless otherwise stated, do not include applicable taxes. All charges will be processed in US dollars, unless stated otherwise.

(iii) While Spacecard takes great care to ensure its advertising is accurate, errors and/or inaccuracies may occur. Spacecard may correct errors or inaccuracies and change or update information on the Site and App at any time without notice, including in respect of prices and availability of Products.

(iv) You may only purchase or order Products for non-commercial and lawful purposes and any other use is not permitted, unless you have received prior written consent from Spacecard.

(v) The online order form that is used by Spacecard at the time of purchase (the "Order") will specify the Products that you are purchasing from Spacecard.

(vi) If you are purchasing Products with a credit card, you must be an authorized representative of the company. If the Products are for a child under 18 years of age, you represent and warrant that you are the parent or legal guardian of the child for whom the Products are purchased.

(viii) You agree to pay for all charges noted in your Order as payable by you. You are responsible for fees associated shipping and handling your Order and any applicable duties and taxes imposed on any transactions conducted on or in connection with this Site or App. Sales tax will be charged to those orders shipped within Canada. WE ARE NOT RESPONSIBLE FOR ANY CUSTOMS AND/OR DUTIES & TAXES APPLIED TO YOUR ORDER.

(ix) Spacecard reserves the right to limit the quantities of items that you can purchase, to reject, correct, cancel or refuse orders, and to determine accounts in its discretion including, without limitation, if Spacecard believes that your conduct contravenes applicable law or is harmful to the interests of Spacecard or its representatives, agents, contractors, suppliers or licensees.

(x) Spacecard will use commercially reasonable efforts to deliver items as quickly as possible and within any time periods indicated; however, Spacecard will not be responsible for any delays in delivery which are beyond its control.

(xi) If any Product listed or shown for purchase through the Site is back ordered or no longer available in Spacecard’s inventory, the Site will display a warning message to alert consumers as soon as feasible.

(xii) We do not accept returns or exchanges unless the Product you purchase is defective upon arrival. If you believe the Product you receive is defective, you must contact us within thirty (30) days from the purchase date via email at info@spacecard.io to request a return. All return requests must include your Order number and a description of the Product(s) that you would like to return and a description of the defect. Spacecard will then contact you to discuss your request. If Spacecard determines that the Product is defective, we will either exchange your product or refund the purchase price, using the original payment method.

Spacecard may provide you demonstration units of the Products to you (“Demo Products”), you acknowledge and agree that Spacecard shall retain title to all of the products during the period of usage, and the Demo Products shall remain the property of Spacecard. You shall not use the Demo Products for any commercial purposes. Spacecard may, at its sole discretion, request the return of the Demo Products and upon such request: (i) you shall immediately return all of the Demo Products to Spacecard; and (ii) all rights granted to you under these Terms shall immediately cease. All Demo Products shall be returned in their original packaging.

To reduce the risk of personal injury, discomfort or property damage, please ensure that all users of the headset read the warnings below carefully before using our Products. CONSULT WITH YOUR PHYSICIAN BEFORE USING OUR PRODUCTS IF YOU ARE PREGNANT, ELDERLY, HAVE PRE-EXISTING BINOCULAR VISION ABNORMALITIES OR PSYCHIATRIC DISORDERS, OR SUFFER FROM A HEART CONDITION OR OTHER SERIOUS MEDICAL CONDITION.

10. Use of our Site and Apps

(a) By using our Site or Apps or purchasing our Products, you have the opportunity to engage in dialogue with representatives of Spacecard if you send us emails or contact us through our Site or Apps. We welcome your questions, suggestions, ideas and other information (collectively “Suggestions”) that you communicate to us so long as any such Suggestions, or interaction is not obscene, illegal, threatening, defamatory, libelous, harmful, abusive, harassing, tortuous, homophobic, sexist, vulgar, obscene, hateful or racially, ethically or otherwise objectionable, invasive of privacy, infringing of third party intellectual property or privacy rights, or is otherwise injurious to third parties.

(b) You are not obligated to provide us with Suggestions regarding our Site, Apps or Products. However, if you do provide us with Suggestions, then we retain all rights to any Suggestions that you may provide to us and you agree to grant us a non-exclusive, worldwide, royalty-free, irrevocable license to use your Suggestions in any commercial manner.

(c) You further agree that you must use our Site and Apps for lawful purposes only and represent and warrant that you will not use our Site and Apps to:

(i) e-mail, provide us with or otherwise transmit any Suggestions that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or that infringes, misappropriates, or otherwise violates any third party’s copyright, patent, trade-mark, or other proprietary right of publicity or privacy;

(ii) e-mail, provide us with or otherwise transmit any Suggestions that infringes, misappropriates, or otherwise violates any third party’s copyright, patent, trade-mark, or other proprietary right of publicity or privacy, or encourages or enables any other party to do so;

(vi) upload, e-mail, send via the Internet or otherwise transmit, any software viruses or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment or that imposes an unreasonable or disproportionately large load on the Site’s infrastructure or limits the functionality of any Spacecard or third party computer hardware, software, networks, or hardware or telecommunications equipment;

(vii) interfere or attempt to interfere with or disrupt our Site including but not limited to our servers or networks connected to our Site or Apps, including attempting to interfere with the access of any other user, host or network, including without limitation, overloading, initiating, propagating, participating, directing or attempting any “denial of service” attacks, “spamming”, “crashing”, “flooding” or “mail-bombing” our Site or Apps or disobeying any requirements, procedures, policies or regulations of networks connected to our Site and Apps;

(viii) direct bots, spiders, crawlers, avatars, intelligent agents or any other automated process at our computer systems or otherwise, or create unreasonable load upon any of our computer hardware, network, storage, input/output or electronic control devices; and

(ix) intentionally or unintentionally violate any applicable local, provincial, national or international law, rule or regulation applicable in connection with our Site and Apps.

11. Disclaimer of Warranties/Limitation of Liability

(a) You understand that we will use commercially reasonable efforts to provide our Documentation, Site and Apps but we cannot and do not guarantee or promise any specific and intended results, including but not limited to financial or commercial, from the use of our Documentation, Site or Apps. You also understand that any information in our Documentation is provided for your own convenience and is for informational purposes only. You acknowledge that any reliance on our Documentation and Apps will be at your own risk and that you must evaluate and bear all risks associated with the use of our Documentation and Apps. YOU ARE SOLELY RESPONSIBLE FOR ANY USE OF AND RESULTS FROM USING OUR DOCUMENTATION, SITE OR APPS. YOUR USE OF OUR DOCUMENTATION, SITE AND APPS IS ENTIRELY AT YOUR OWN RISK.

(b) We do not represent or warrant that files or information available for access or downloading from the Internet, hyperlinked sites, our Site or Apps or any files and emails from us will be free of viruses, worms, malware, trojan horses or other code that may manifest contaminating or destructive properties. YOUR USE OF THE INTERNET IS AT YOUR OWN RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM ANY INTERNET ACCESS OR ACCESS TO OUR DOCUMENTATION, SITE OR APPS.

(c) YOUR USE OF OUR SITE, APPS AND DOCUMENTATION IS AT YOUR OWN RISK. OUR SITE, APPS AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT OR THOSE ARISING OUT OF A COURSE OF DEALING, PERFORMANCE OR USAGE OF TRADE. WE MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS REGARDING THE AVAILABILITY, APPROPRIATENESS, COMPLETENESS, ACCURACY, OR CURRENCY OF OUR SITE, APPS OR DOCUMENTATION. FOR GREATER CLARITY, WE DO NOT REPRESENT OR WARRANT THAT: (I) OUR SITE OR APPS DO NOT AND WILL NOT INFRINGE, OR BE SUBJECT TO ANY INTELLECTUAL PROPERTY CLAIMS, OR A CLAIM OF INFRINGING THE TRADEMARK OR OTHER RIGHTS OF ANOTHER PARTY; (II) OUR SITE, APPS OR DOCUMENTATION WILL BE UNINTERRUPTED, FUNCTIONAL, SECURE, RELIABLE, ACCURATE, COMPLETE, CURRENT, USEFUL, SUITABLE, SECURE OR ERROR-FREE; (III) OUR SITE, PRODUCTS OR APPS WILL BE SUITABLE, ACCURATE, CORRECT, RELIABLE, COMPLETE, TIMELY, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS AND EXPECTATIONS IN ANY WAY; (IV) ANY DEFECTS IN OUR SITE, APPS OR DOCUMENTATION WILL BE CORRECTED; AND (V) WE HAVE VERIFIED OR ENDORSED ANY THIRD PARTY CONTENT. OUR SITE, APPS AND DOCUMENTATION MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND WE MAY MAKE CHANGES OR IMPROVEMENTS TO THE SITE, APPS AND DOCUMENTATION AT ANY TIME.

(d) IN NO EVENT SHALL SPACECARD, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, THIRD PARTY PROVIDERS, AGENTS OR ADVISORS (“ASSOCIATED PERSONS”) BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF INCOME, LOSS OF PROFITS, LOSS OF ANTICIPATED SALES, LOSS OF OPPORTUNITIES, BUSINESS INTERRUPTION, FAILURE TO REALIZE UNEXPECTED SAVINGS, DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OR OTHER ECONOMIC OR PERSONAL LOSS ARISING FROM OR IN CONNECTION WITH: (I) YOUR USE OF OR RELIANCE ON ANY INFORMATION PROVIDED BY US ON OUR SITE, APPS OR STATED IN OUR DOCUMENTATION; (II) YOUR USE OF OR INABILITY TO USE OUR SITE OR APPS; (III) YOUR VIOLATIONS OF TRADEMARK INFRINGEMENT OR OTHER INTELLECTUAL PROPERTY RIGHTS; (IV) ANY FAILURE OF PERFORMANCE OF OUR SITE AND APPS, WHETHER RELATED TO ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES OR LINE FAILURE; (V) THE UNAUTHORIZED USE OF YOUR ACCOUNT AND PASSWORD BY ANY PERSON; (VI) ANY THIRD PARTY CONTENT OR HYPERLINKED SITES; (VII) YOUR INFORMATION THAT YOU TRANSMITTED OR SHARED THROUGH OR IN CONNECTION WITH OUR APPS; OR (VIII) ANY OTHER MATTERS RELATING TO OUR SITE, APPS AND DOCUMENTATION, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, FUNDAMENTAL BREACH, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, WHETHER OR NOT WE HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT YOU MIGHT INCUR SUCH DAMAGES. THE LIMITATIONS ON SPACECARD’S LIABILITY OR THE LIABILITY OF ASSOCIATED PERSONS TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT SPACECARD OR SUCH ASSOCIATED PERSONS HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

(e) WE DISCLAIM ANY AND ALL SUCH ABOVE REPRESENTATIONS, WARRANTIES AND CONDITIONS TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

12.  Indemnity

You agree at all times to defend, indemnify and hold harmless Spacecard, its employees, contractors, agents, officers, directors, successors and assigns (the “Indemnified Parties”) from and against any claims, losses, judgements, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing parties due to or resulting from your use or misuse of our Site, Apps, Products or Documentation, or from your violation of these Terms, including your failure to appropriately obtain any appropriate consents from a third party. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of our Site, Apps, Products and Documentation, including but not limited to trademark infringement or other intellectual property claims from third parties.

13. System Security

You are prohibited from using any services or facilities provided in connection with our Site or Apps to compromise security or tamper with our system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. We reserve the right to investigate suspected violations of these Terms and to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to be violating these Terms.

14. Governing Law; Jurisdiction

These Terms and any action related thereto or related to our Site, Products, Apps or Documentation shall be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of laws. The United Nations Convention on the International Sale of Goods is explicitly excluded from this agreement. You agree that any action at law or in equity arising out of or relating to these Terms or your use of our Site, Products, Apps or Documentation will be filed only in a court located in Toronto, Ontario, Canada, and you hereby irrevocably and unconditionally consent and submit to the non-exclusive jurisdiction of such courts for the purpose of any such action. Your use of our Site, Products, Apps and Documentation is void where prohibited by laws in jurisdictions to which you are otherwise subject, and you agree not to visit or use our Site, Products, Apps or Documentation in any such circumstances.

15. Termination

You acknowledge and agree that these Terms shall remain in effect for so long as you use our Site, Apps or Documentation. You agree that this agreement can only be terminated by you once you have stopped using our Site, Apps or Documentation. We reserve the right to suspend or terminate your use of our Site, Apps or Documentation and remove and discard any information related to you and your use of our Site, Apps or Documentation at any time, for any reason, with or without cause, if we believe that you are violating these Terms in any way. If you wish to terminate your account, you may choose to cease use of the Site or to send us a notification. If you are dissatisfied with our Site, Apps or Documentation, including these Terms, your sole remedy is to discontinue using our Site, Apps or Documentation by ceasing to use the Site, which includes ceasing to use the Apps.

16. Entire Agreement

These Terms and any of our other legal notices, policies and guidelines linked to these Terms constitute the entire agreement between you and Spacecard relating to your use of our Site, Apps and Documentation and supersede any prior understandings or agreements (whether oral or written), claims, representations, and understandings of the parties regarding such subject matter and the Terms may not be amended or modified except in writing or by making such amendments or modifications available on our Site.

17. No Agency; Third Party Beneficiary

We are not your agent, fiduciary, trustee, or other representative. Nothing expressed or mentioned in or implied from these Terms is intended or will be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of you, Spacecard and the Associated Persons.

18. Assignment

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder without our prior written consent. Spacecard may assign these Terms and the rights and obligations granted hereunder without your consent.

19. Severability

If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

20. No Waiver

We will not be considered to have waived any of our rights or remedies described in these Terms unless the waiver is in writing and signed by us. No delay or omission by us in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Our failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms.

21. Headings

The headings used in these Terms are included for convenience only and have no legal or contractual effect and shall not affect the construction or interpretation of these Terms.

22. Language

You agree that English will be the language of our Site and of all transactions occurring in connection with our Products and Apps, and you agree to waive any right to use and rely upon any other language or translations. You acknowledge that it is your express wish that these Terms have been drawn up in English. C'est la volenté expresse des parties que la présente convention ainsi que tous les documents legales qui s'y rattachent soient rédigés en anglais.

23. Last Modified

These Terms and Conditions were last modified on January 5th, 2020.