Terms and Conditions
Last Updated: December 6, 2016
The use of our website is governed by the following Terms and Conditions and by our Privacy Policy. The use of our software is governed by our Terms of Use
and our Privacy Agreement which are accessible prior to downloading our software. Your use of our internet site is subject to the present Terms and
Conditions. We may modify these terms at any time without notice to you by posting revised terms on our site. Your use of our site constitutes your binding
acceptance of these terms, including any modifications that we make. Some of the Services may be subject to additional posted conditions.
Your use of those Services is subject to those conditions, which are incorporated into these terms by reference. In the event of an inconsistency between
these terms and any additional posted conditions, the provisions of the additional conditions shall control.
We have the right, but not the obligation, to take any of the following actions in our sole discretion at any time and for any reason without giving you
any prior notice: Restrict, suspend, or terminate your access to all or any part of our services; Change, suspend, or discontinue all or any part of our
services; Refuse, move, or remove any material that you submit to our site for any reason; Refuse, move, or remove any content that is available on our
site; Deactivate or delete your accounts and all related information and files in your account; Establish general practices and limits concerning use of
our site. You agree that we will not be liable to you or any third party for taking any of these actions. You understand and agree that our services may
include communication such as service announcements and administrative messages from us or from our partners and that these communications are considered
part of our services. You also understand that our services may include advertisements.
Content on our site:
Our site includes a combination of content that we create, our partners create, and that our users create. All materials published on our site, including,
but not limited to, written content, photographs, graphics, images, illustrations, marks, logos, sound or video clips, and Flash animation, are protected
by our copyright and trademarks or those of our partners. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create
derivative works of, distribute, publicly perform, publicly display, or in any way exploit any of the materials or content on our site in whole or in part.
If you would like to request permission to use any of the content on our site, please review our intellectual property notice. Our site contains content
that we create as well as content provided by third parties. This content includes, among other things, product reviews, white papers, quotes, and
testimonials. It also includes information about products and services offered by parties other than WINK, such as product descriptions, specifications,
pricing, availability, and performance. We do not guarantee the accuracy, the integrity, or the quality of the content on our site, and you may not rely on
any of this content. Without limitation, we are not responsible for postings by users in the user opinion, message board, or feedback sections of our site.
You may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that
content. We have the right, but not the obligation, to remove any content that may, in our exclusive discretion, violate these terms or that is otherwise
objectionable.
Third-party site, products, and Services:
Our site contain links to other internet sites owned by third parties. Your use of any of those sites is subject to the conditions, if any, that each of
those sites has posted. We have no control over sites that are not ours, and we are not responsible for any changes to or content on them. Our inclusion on
our site of any third-party content or a link to a third-party site is not an endorsement of that content or third-party site.
Your correspondence or related activities with third parties, including payment transactions and goods-delivery transactions, are solely between you and
that third party. You agree that we will not be responsible or liable for any loss or damage of any sort, whether directly or indirectly, incurred as the
result of any of your transactions with third parties. Any questions, complaints, or claims related to any product or service should be directed to the
appropriate vendor.
WINK’s Products, Prices, and Services:
Unless otherwise stipulated, all currency references are in Canadian dollars. We may, upon notice if required by applicable laws, at any time change the
amount of, or basis for determining, any fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms
in effect at the time the fee or the charge becomes payable.
Privacy Policy:
Your use and continued use of our site implies that you have read and agree to all of the Terms and Conditions of our Privacy Policy. Please click here to
see our full Privacy Policy.
Your conduct on our site:
When we request registration information from you, you are obligated to provide true, accurate, current, and complete information. When a password is
issued to you, you may not reveal it to anyone else. You may not use anyone else’s password. You are responsible for maintaining the confidentiality of
your accounts and passwords. You agree to immediately notify us of any unauthorized use of your passwords or accounts or any other breach of security. You
also agree to exit from your accounts at the end of each session. We will not be responsible for any loss or damage that may result if you fail to comply
with these requirements.
The technology and the software underlying our site and the services we provide are the property of WINK, our affiliates, or our partners. You agree not to
copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the
technology or software underlying our site or our services. You agree not to modify the software underlying our site in any manner or form or to use
modified versions of such software, including (without limitation) for obtaining unauthorized access to our site.
Furthermore, you agree that you will not use our site to take any of the following actions: defame, abuse, harass, stalk, threaten, or otherwise violate
the legal right of others; Publish, post, upload, e-mail, distribute, or disseminate (collectively, “Transmit”) any inappropriate, profane, defamatory,
infringing, obscene, indecent, or unlawful content; transmit files that contain viruses, corrupted files, or any other similar software or programs that
may damage or adversely affect the operation of another person’s computer, our site, any software or hardware, or telecommunications equipment; advertise
or offer to sell any goods or services for any commercial purpose unless you have our written consent to do so; transmit surveys, contests, pyramid
schemes, spam, unsolicited advertising or promotional materials, or chain letters; download any file that you know or reasonably should know cannot be
legally obtained in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the
origin or the source of software or other material; restrict or inhibit any other user from using and enjoying any public area within our site; collect or
store personal information about other end users; Interfere with or disrupt our site, servers, or networks; impersonate any person or entity, including,
but not limited to, a WINK representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; forge headers or manipulate
identifiers or other data in order to disguise the origin of any content transmitted through our site or to manipulate your presence on our site; take any
action that imposes an unreasonably or disproportionately large load on our infrastructure; engage in any illegal activities.
If you choose a username that, in our sole opinion, is obscene, indecent, abusive or that might otherwise subject us to public criticism or scorn, we
reserve the right, without prior notice to you, to automatically change your username, delete your posts from our site, deny you access to our site, or any
combination of these options. Unauthorized access to our site is a breach of these terms and a violation of the law. You agree not to access our site by
any means other than through the interface that is provided by WINK for use in accessing our site. You agree not to use any automated means, including,
without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of our site, except those automated means that we have
approved in advance and in writing. Use of our site is subject to existing laws and legal process. Nothing contained in these terms shall limit our right
to comply with governmental, court, and law-enforcement requests or requirements relating to your use of our site.
Indemnification
You hereby agree to indemnify, defend and hold WINK and all of our officers, directors, owners, employees, agents, information providers, affiliates,
partners, and licensors (collectively, the “WINK Parties”) harmless from and against any and all liability, losses, costs, and expenses (including
attorneys’ fees) incurred by any WINK Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of
publicity and/or privacy, copyright infringement, or trademark infringement arising out of: Your use of our site; Any use or alleged use of your accounts
or your passwords by any person, whether or not authorized by you; The content, the quality, or the performance of content that you submit to our site;
Your connection to our site; Your violation of these terms; or Your violation of the rights of any other person or entity. We reserve the right, at our own
expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense
of these claims.
Disclaimers
We disclaim any responsibility for the deletion, the failure to store, the misdelivery, or the untimely delivery of any information or material. We
disclaim any responsibility for any harm resulting from downloading or accessing any information or material on the website. We cannot guarantee uptime due
to computer viruses, natural disasters or other destruction or damage of our facilities, acts of nature, war, civil disturbance, or any other cause beyond
our reasonable control.
WE DO NOT WARRANT THAT OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE. IN ADDITION, WE DO NOT MAKE ANY WARRANTY AS TO THE CONTENT ON OUR SITE. OUR SITE AND
ITS CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SITE IS DONE AT YOUR OWN
DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD
OF ANY SUCH MATERIAL. NEITHER WE NOR ANY OF OUR PARTNERS MAKES ANY WARRANTY THAT (i) OUR SITE WILL MEET YOUR REQUIREMENTS, (ii) OUR SITE WILL BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SITE WILL BE ACCURATE OR RELIABLE, (iv) THE
QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL THAT YOU PURCHASE OR OBTAIN THROUGH OUR SITE WILL MEET YOUR EXPECTATIONS, AND (v) ANY
ERRORS WILL BE CORRECTED. NEITHER WE NOR ANY OF OUR PARTNERS MAKES ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO OUR SITE, ANY CONTENT, OR ANY OF OUR
SERVICES, TOOLS, PRODUCTS, OR PROPERTIES. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF OUR SITE AND
THE ACCURACY OR COMPLETENESS OF ITS CONTENT.
NEITHER WE NOR OUR PARTNERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY
TO USE OUR SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR
EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THAT OF OUR THIRD-PARTY CONTENT PROVIDERS AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED
TO THE GREATEST EXTENT PERMITTED BY LAW.
Arbitration
WINK may elect to resolve any controversy or claim arising out of or relating to these terms or our site by binding arbitration in accordance with the
commercial arbitration rules of Quebec. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any
arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Montreal, Quebec, and judgment on the arbitration award
may be entered in any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction
in Montreal, Quebec, necessary to protect the rights or the property of you or WINK pending the completion of arbitration.
Miscellaneous:
We may be required by provincial or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective
upon our posting them on our site or delivering them to you through e-mail. You may update your e-mail address by visiting the Services where you have
provided contact information. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you. You have the right to
request that we provide such notices to you in paper format, and may do so by contacting Wink Technologies Inc., 4996 Place de la Savane, Suite 303 Montréal, (Québec), H4P 1Z8. Our failure to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision. You
agree that regardless of any legislation to the contrary, any claim or cause of action arising out of or related to use of our site or these terms must be
filed within one (1) year after such claim or cause of action arose or be forever barred. These terms, including all terms, conditions, and policies that
are incorporated into these terms by reference, constitute the entire agreement between you and WINK and govern your use of our site, superseding any prior
agreements that you may have with us. These terms shall be construed in accordance with the laws of the province of Quebec and the parties irrevocably
consent to bring any action to enforce these terms before an arbitration panel or before a court of competent jurisdiction in Montreal, Quebec if seeking
interim or preliminary relief or enforcement of an arbitration award.
WINK CATALOGUE RETURN/REFUND POLICY:
Any product ordered from the Products and Services Catalog is subject to the Corporation's Return Policy, the conditions of which are as follow:
1. The User must request a Return Merchandise Authorization number as soon as possible and within a maximum delay of ten (10) days following the effective delivery date of their order;
2. All products subject to a return and/or exchange must be returned to the Corporation within ten (10) days following the issuance of the RMA number;
3. The costs associated with any return or exchange, including shipping, handling and/or customs, if applicable, shall be borne entirely by the User;
4. Given the quality and nature of the products available, any product being returned or exchanged must be packaged carefully with the same protective materials and in the same way as when it was received in order to protect the integrity of the products and ensure their quality throughout the shipping process;
5. Any items being returned or exchanged that do not strictly meet safe packaging standards will be refused and returned to the User at their exclusive costs;
6. All risk during the shipping process for a return or exchange shall be borne exclusively by the User;
7. Any products that may be defective or deficient may only be exchanged;
8. Any credit that is issued following a return shall be done so to the credit card that had been used to purchase said product;
9. The return of certain products may prompt a renegotiation of the sales contract the User has signed with the Corporation. In such a case the User will be contacted by the Corporation following their request for a Return Merchandise Authorization number;
10. The Wink software and any services necessary to render it effective cannot be returned and are not subject to any refunds.
