Terms and Conditions

Last Updated: May 15, 2017.

Hello and welcome to welltold.com

Please read the following carefully.

The following terms and conditions (“Terms”) apply to all visitors and users of the Welltold.com website (the “Site”) which is owned and operated by Well Told Inc. (“Well Told”, “we”, “us”). By accessing the Site, the Well Told Optimizer or the Well Told Label Reader, or by purchasing our Products, or by using any of the various services made available through the Site (collectively, “Services”), you indicate your acknowledgment and acceptance of these Terms, which forms a binding agreement between you and Well Told. You should also read our Privacy Policy, which is incorporated by reference into these Terms and is available on the Site. PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE AND SERVICES. YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THE SITE THROUGH YOUR CONTINUED USE OF THE SITE AND THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU ARE NOT PERMITTED TO ACCESS OR USE THIS SITE AND THE SERVICES.

Please note that the Terms and any other policies or guidelines governing the Site and the Services are subject to change by Well Told at any time in our sole discretion. Any changes will be effective upon the posting of the revisions on the Site. Your use of the Site and the Services will be subject to the most current version of the Terms posted on the Site at the time of such use. Your continued use of this Site and the Services after such changes are implemented constitutes your acknowledgment and acceptance of the changes. Please consult these Terms regularly. If you do not agree to any changes to these Terms, please immediately discontinue your use of the Site and the Services.

You also understand and agree that we may amend, alter, suspend or discontinue any aspect of the Site and the Services at any time, including the availability of any Site or Services’ features, content, functionality or aspect in our sole discretion without notice to you.

Prior to using the Site and Services, it is important for you to know and understand that by visiting the Site and/or using the Services, you are agreeing to accept certain liability limitations and legal and health disclaimers, which we further explain throughout these Terms.

1. Who May Use the Site and the Services?

Age Requirement: You must have reached the age of majority (the age at which you are considered by law to be an adult) in your own jurisdiction to use the Site and the Services.  This age may be different depending on the place (province, state, country) where you live.

Notice To Parents and Guardians: You are responsible for monitoring and supervising your child’s use of the Site and the Services. If your child is using Well Told and/or Services without your express consent and is under the age of majority in your own location, please contact us immediately so that we can disable his or her access. If you have questions about the Site and the Services, please contact us at [email protected].

2. Professional Advice and Medical Disclaimer.

You should consult your physician or other health care professional before commencing any treatment or using any Product purchased from us to determine if it is right for your needs. Do not use the Site, the Products, and the Services if your physician or health care provider advises against it. You should carefully read all information found on or in the Product packaging and labels and all information provided by the manufacturer of a Product before using that Product.

The Site and the Services offers health information and is designed for informational purposes only. Nothing stated or posted on the Site or available through any Services, or relating to any product is intended to be, and must not be taken to be, the practice of medical, professional or pharmaceutical advice, or care. For purposes of these terms, the practice of medicine includes, without limitation, psychiatry, psychology, psychotherapy, or providing health or nutrition care, treatment, instructions, diagnosis, prognosis or advice. You should not rely on any information on the Site and the Services as a substitute for, nor does it replace, professional medical advice, diagnosis, or treatment. If you have any concerns or questions about your health, you should always consult a physician or other health-care professional. You should not rely on the information or Services, including information relating to the Products, for the diagnosis, prevention or treatment of any health issue or for prescription of any medication or other treatment. Do not ever disregard, avoid or delay obtaining medical or health related advice from your health-care professional because of something you may have read on the Services or the Site. The use of any information provided on the Services is solely at your own risk. Well Told does not represent or warrant that the Services or any Products are endorsed by a medical professional or scientific researcher, is error-free, beneficial, reliable, accurate, evidence-based, complete, current, appropriate or predictable of good or improved health.

If you are in Canada or the United States and think you are having a medical or health emergency, call your health care professional, or 911 or any other applicable medical emergency telephone number, immediately.

The Site and Services are continually under development and Well Told makes no representation, warranty or condition of any kind, express or implied, as to its accuracy, completeness or appropriateness for any purpose. In that regard, developments in medical research may impact general health, fitness and advice. No assurance can be given that the information contained on the Site will always include the most recent developments with respect to the particular material.

3. General Disclaimers

Well Told provides the Services on an “as is” and “as available” basis. You therefore use the Site and the Services entirely at your own risk.

Well Told expressly disclaims any and all representations, warranties, conditions or guarantees of any kind, whether express or implied, including, but not limited to the implied representations, warranties and conditions of merchantability, fitness for a particular purpose, non-infringement, and any other representation, warranty and conditions that might arise out of a course of dealing or usage of trade for our Services or under any law. Without limiting the foregoing, Well Told makes no representations, warranties, conditions or guarantees:

(a) That the Site, Products and Services are suitable for you or permitted in your jurisdiction;

(b) Regarding the adequacy or safety of the Site, the Products and Services for any particular user;

(c) That the Site and Services will be uninterrupted or error-free;

(d) Concerning any third party user generated content submitted by any user of the Site or Services (“User Content”);

(e) Concerning any third party’s use of content that you submit;

(f) That the Site and Services will continue to support any particular feature of the Site and Services;

(g) Concerning sites and resources outside of the Site and Services, even if linked to from the Site and Services;

(h) That any defects in our Services or documentation will be corrected;

(i) The third party payment service will be secure, functional or error-free;

(j) That any pictures or descriptions of Products on the site are accurate, complete, reliable or error-free; or

(k) The quality and content of our Services and Products will meet your expectations or requirements.

Our description of the Products or the Services may include technical inaccuracies or typographical errors, and Well Told may make changes or improvements to the Services at any time.

To the extent that a secondary party may have access to or view Site and Services (including any content) on your computer or mobile device, you are solely responsible for informing such party of all provisions, terms, disclaimers and warnings in these Terms.

To the extent any disclaimer or limitation of liability in these Terms does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Site and the Services, and no warranties shall apply after such period.

Well Told additionally disclaims any Content made available through the Site and Services as further described in Section 4 below and does not guarantee that any Content made available on the Site and Services complies with these Terms or is suitable for all users. Well Told shall not be responsible for loss or corruption of data, and hereby waives all claims with respect to damage to your computer system, internet access, download or display.

4. Limitation of Liability

In no event shall Well Told, its directors, officers, employees, third party providers, agents or advisors be liable to you or any other person or entity for any 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, damage to health, 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 Well Told or any User Content in connection with our Services and Content; (ii) your use of or inability to use our Products or Services, including without limitation your termination or suspension of our Services; (iii) your violations of intellectual property rights or privacy rights; (iv) any failure of performance of our Services, 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 action taken by well told during or as a result of any investigations and/or from any actions taken as a consequence of investigations by either Well Told or law enforcement authorities; (vii) your failure or insufficient timing to seek medical advice from a medical professional or to seek medical assistance during a medical emergency; (viii) any third party content or hyperlinked sites, including without limitation, any information, data, opinions, or advice contained in such third party content or hyperlinked sites; (ix) your User Content or other information that you transmitted or shared with other users or the public through or in connection with our Services; or (x) any other matters relating to our Services, documentation and Products, whether based in contract, negligence, strict liability, fundamental breach, failure of essential purpose or otherwise, whether or not Well Told had any knowledge, actual or constructive, that you might incur such damages.

If you do not accept this limitation of liability, you are not authorized to obtain or access any Content through the Services or Site, purchase any Products through the Site or otherwise use or access the Site or the Services.

5. Personal Information

We may at times require that you register and/or provide your contact information and other information to use certain portions of the Site or the Services, or the Site as a whole (collectively, “Personal Information”). You agree and represent that all Personal Information provided by you is accurate and up-to-date. If any of your Personal Information changes, you must update it by using the appropriate update mechanism on the Site, if available. If Well Told believes that the Personal Information you provide is not correct, current, or complete, Well Told reserves the right to refuse your access to this Site, and to terminate or suspend your access at any time. However, Well Told has no obligation to verify the accuracy, currency completeness or usefulness of any Personal Information that you have provided to us.

6. Privacy Policy

Please read and review Well Told’s Privacy Policy, which describes our privacy policies and practices in detail, as such policy may be amended from time to time by Well Told. Well Told advises you to check the Privacy Policy on a frequent basis for changes. Well Told will treat any Personal Information that you submit through this Site in accordance with its Privacy Policy. You hereby consent to the use of your Personal Information by the Site and/or its Third Party Providers in accordance with the terms and for the limited purposes set forth in the Privacy Policy. By agreeing to these Terms, you acknowledge and agree that certain information about you is subject to Well Told’s Privacy Policy.

7. Registration Provisions

Account Registration If you register or set up an account on the Site, you will be solely responsible for maintaining the confidentiality of any username, password, and similar information. You may not authorize others to use your username, password, or similar information. You are solely responsible for all usage or activity on your account including, but not limited to, use of the account by any person who uses your Personal Information, with or without authorization, or who has access to any computer on which your account resides or is accessible.

User Name: You may not use someone else’s name, a name that violates any third party right, or a name that is obscene or otherwise objectionable.

Non-Commercial Use: Use of the Site, Services and Content is for personal use only. You may not use the Content or Services in connection with any commercial efforts, such as (i) advertising or soliciting any user to buy or sell any products or services; or (ii) for commercial purposes. Users of the Site may not use Content or any information obtained from the Services or the Site to contact, advertise to, solicit, or sell to any other user without his or her prior explicit consent. Organizations, companies, and/or businesses may not use the Content, Services or the Site for any purpose unless expressly authorized by Well Told. If you wish to inquire about possible commercial use, please contact us at [email protected]

Well Told may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Content, Site or the Services.

Account Security: You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You must not allow others to use your account. You must safeguard the confidentiality of your password. If you are using a computer that others have access to, you must log out of your account after using the Services. If you become aware of any unauthorized access to your account, you must change your password and notify us immediately at [email protected].

8. Products

From time to time you may purchase products from Well Told through our Site (“Products”). All orders and purchases made through our Site are subject to the following conditions:

(i) You are agreeing to and entering into a complete and binding contract with Well Told. You are responsible for providing complete and accurate contact information to us and for notifying us of any changes to such information to [email protected].

(ii) All prices listed on this Site are in Canadian dollars and all charges will be processed in Canadian dollars, unless stated otherwise.

(iii) While Well Told takes great care to ensure its advertising is accurate, errors and/or inaccuracies may occur. Well Told may correct errors or inaccuracies and change or update information on the Site 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 Well Told.

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

(vi) You must have reached the age of majority (the age at which you are considered by law to be an adult) in your own jurisdiction to purchase Products from the Site.

(vii) If you are purchasing Products with a company 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.

(ix) Any items purchased on this Site will not be delivered to an address outside of Canada.

(x) Well Told reserves the right to limit the quantities of items which you, your family or any group can purchase, to reject, correct, cancel or refuse orders, and to determine accounts in its discretion including, without limitation, if Well Told believes that a consumer’s conduct contravenes applicable law or is harmful to the interests of Well Told or its representatives, agents, contractors, suppliers or licensees.

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

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

(xiii) We offer an online payment service that is controlled and operated by a third party site (i.e., Moneris). We do not have any control or association with this third party site. If you have any questions or concerns about this third party’s payment service including technical issues, you may contact Moneris at www.moneris.com or 1-866-319-7450. If you have any dispute resolution issues, you may contact us at [email protected].

(xiv) Well Told strives to ensure that you are satisfied with the Products you purchase from us. We will accept returns of unopened Products for up to thirty (30) days from the purchase date. Opened or used Products cannot be returned to Well Told. You must contact us by email at [email protected] to request a return. All return requests must include your order number the item(s) that you would like to return, and the reason for the return. Well Told will then contact you to discuss your request.

9. Gift Certificates

Gift certificates are redeemed only through the Site and can only be applied toward the purchase of eligible Products. Purchases are deducted from the gift certificate balance. If the price of an Order is greater than the amount of the gift certificate, an alternative payment method must be provided for the remaining balance. Gift certificates are non-transferrable.

Gift certificates may not:

a) be redeemed for the purchase of Products in-store;

b) be resold, reloaded, transferred for value, redeemed for cash or applied to any other account, except to the extent required by law; or

c) be used to purchase other gift certificates.

Well Told is not responsible if a gift certificate is lost, stolen, destroyed or used without your permission. Gift certificates have no implied warranties and are not a credit or debit card.

Well Told makes no warranties, either express or implied, with respect to gift certificates, including, without limitation, any express or implied warranty of merchantability or fitness for a particular purpose. Your sole remedy, and Well Told's sole liability, in the event that the gift certificate is non-functional, shall be the gift certificate’s remaining balance.

Well Told has the right to close your account or request an alternative method of payment if you attempt to redeem a gift certificate through the Site or Services if we deem that the gift certificate was fraudulently obtained.

10. Discounts

Well Told may offer promotional codes or coupons (“Coupons”). Well Told may, at its sole discretion, cancel or modify Coupons at any time. Coupons are valid for a limited time and in accordance with the expiry date as specified on the Coupon or through the Services. If no expiry date is specified, Coupons are valid for a period of thirty (30) days. All Coupons are in Canadian Dollars.

Coupons are limited to one Coupon per customer and may not be combined with any other discounts or promotions. A minimum purchase may be required to redeem a Coupon. Coupons may only be applied to select items as specified by Well Told. You are responsible for all applicable sales tax or duties that may arise from your use of any Coupons. Coupons are void if they are found to be prohibited by law.

In the event that you return an Order for which a Coupon was applied, the discount received from that Coupon may be subtracted from your refund.

11. Term and Termination; Account Deletion

Term: The term begins on the date you first use the Services and continues as long as you have an account with us.

Account Deletion: You may delete your account at any time . We reserve the right, but are under no obligation to delete an account from the Services that remains inactive (i.e., the user fails to log in) for a continuous period of at least six (6) months, or immediately when payment expires, is withdrawn or otherwise ceases.

Termination For Breach: We may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if we determine that you have violated any provision of these Terms or that your conduct or content would tend to damage our reputation or goodwill. If we delete your account for the foregoing reasons, you may not re-register for the Services. We may block your email address and Internet protocol address to prevent further registration. We are not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account.

Effect Of Termination/Account Deletion: Upon termination, all licenses granted by us will terminate. Sections 2, 3, 4, 5, 6, 7, 10, 11, 12, 13, 14, 15, 16, 17, 18 and 19 shall survive termination. In the event of account deletion for any reason, content that you submitted may no longer be available. we shall not be responsible for the loss of such content.

12. Restrictions

You may not upload, post, or transmit (collectively, “submit”) any video, image, text, audio recording, or other work (collectively, “Materials”) that:

(a) is unlawful, harmful, threatening, abusive, harassing, tortuous, homophobic, sexist, defamatory, vulgar, obscene, inflammatory, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, including but not limited to any Materials which encourages conduct that incites hatred against any individual or group, or would constitute a criminal offence, violate the laws of others or otherwise violates any applicable local, provincial, national or international laws, including harms minors in any way;

(b) you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as insider information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(c) 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;

(d) contains 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 of the Site’s or third party computer hardware, software, networks, or hardware or telecommunications equipment;

(e) intentionally or unintentionally violates any applicable local, provincial, national or international law, rule or regulation applicable in connection with the Site;

(f) collects or stores personal information about other users of the Site or disseminate such personal information;

(g) Contains sexually explicit content or pornography (provided, however, that non-sexual nudity is permitted);

(h) Advocates harassment or intimidation of another person;

(i) Exploits minors;

(j) Depicts unlawful acts or extreme violence;

(k) Contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);

(l) Depicts animal cruelty or extreme violence towards animals; or

(m) Contains viruses, time bombs, trojan horses, cancelbots, malware, worms or other harmful, or disruptive codes, components or devices.

13. Code of Conduct and Prohibited Activities

In using the Services and the Site, you must behave in a civil and respectful manner at all times. Further, you will not and it is strictly prohibited to:

(a) Act in a deceptive manner by, among other things, impersonating any person;

(b) Harass or stalk any other person;

(c) Harm or exploit minors;

(d) Distribute “spam”;

(e) Promote information that is false or misleading, or promote illegal activities or conduct that is defamatory, libelous or otherwise objectionable;

(f) interfere with or disrupt the Site, Services or servers or networks connected to the Site, 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”, or “mail-bombing” the Site or disobeying any requirements, procedures, policies or regulations of networks connected to the Site; “frame” or “mirror” any part of the Content, Services or the Site;

(g) use meta tags or code or other devices containing any reference to us, the Content, Site or the Services (or any trade-mark, trade name, service mark, logo or slogan of ours, etc.) to direct any person to any other website for any purpose;

(h) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Content, Services or the Site or any software used on or for the Content, Services or the Site, or cause others to do so;

(i) post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any Materials, User Content or information obtained from the Site or the Services other than solely in connection with your use of the Services in accordance with these Terms;

(j) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site;

(k) use bots or other automated methods to access the Site, add or download contacts, send or redirect messages, or perform other activities, unless explicitly permitted by us;

(l) access the Site, via automated or manual means or processes, for purposes of monitoring the Site’s availability, performance or functionality for any competitive purpose;

(m) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Site;

(n) attempt to or actually access the Site by any means other than through the interfaces provided by us such as by navigating using a web browser. This prohibition includes accessing or attempting to access the Site using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including the Site;

(o) attempt to or actually override any security component included in or underlying the Site;

(p) collect information about others, including other users;

(q) advertise or solicit others to purchase any product or service within the Site or Services;

(r) promote fraudulent schemes, multi-level marketing schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures;

(s) use the Site, Services or any Content to post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(t) publicize or promote commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes; or

(u) participate in any activity that in any way violates any law.

We have the right, but not the obligation, to monitor all conduct on and Materials/User Content submitted to the Services. We reserve the right to alter, edit, remove, or refuse to post any Materials/User Content, in whole or in part in our sole discretion and/or to satisfy or comply with applicable laws, regulations and/or legal processes.

We reserve the right, in our sole discretion, to investigate and take appropriate legal action against anyone who violates our Terms, including removing the offending communication, Material or User Content from the Site or Service and terminating or suspending the accounts of such violators.

Your use of the Site and Services, including all Materials you post through the Service, must comply with all applicable laws and regulations. You agree that we may access, preserve and disclose your account information and Materials if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any Materials or User Content violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Site in the future; or (v) protect the rights, property or personal safety of Well Told or any other person, including other users of the Site and Services.

14. Submissions

As between you and Well Told, you own all Materials that you submit to Well Told, whether directly via the Services or indirectly (for example, via Facebook or Twitter) (collectively, “Submissions”). However, it is important that you understand that by posting a Submission to Well Told or via the Services, you are granting Well Told and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, sub-licensable (through multiple tiers) royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your Submissions (including without limitation, your name and likeness, photographs and testimonials) for any purpose whatsoever commercial or otherwise without compensation to you. In addition, you waive any so-called “moral rights” or “performance rights” in your Submissions.

You further grant all users of the Services permission to view your Submissions for their personal, non-commercial purposes. If you make suggestions to Well Told on improving or adding new features to the Services, Well Told will consider these as Submissions and shall have the right to use your suggestions without any compensation to you as described above.

For each Submission that you submit, you represent and warrant that: (i) you have the right to submit the Submission to Well Told and grant the licenses set forth above; (ii) we will not need to obtain licenses from any third party or pay royalties to any third party; (iii) the Submission does not infringe any third party’s rights, including intellectual property rights and privacy rights; and (iv) the Submission complies with these Terms and all applicable laws.

15. Indemnity

You agree to indemnify, defend, and hold harmless Well Told and its affiliates, directors, officers, employees, agents and Third Party Providers (collectively, the “Indemnified Parties”), from and against any liability, claims, losses, judgments, actions, proceedings, damages, costs and expenses (including without limitation, reasonable legal and other fees and disbursements) incurred by any of the foregoing that arise from: (i) your use or misuse of the Site, Content or Services; (ii) any violation by you of any term of these Terms; or (iii) any Submission or Materials that you submitted, posted to or transmitted through the Site violates any law or infringes any personal right or third party right, including any intellectual property or privacy right. Well Told reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Well Told in connection therewith.

16. License to Use Services and Content

License: We grant you a limited, non-exclusive license to access and use the Content and the Services for your own personal, non-commercial purposes. This includes the right to view Content available on the Services. This license is personal to you and may not be assigned or sublicensed to anyone else.

Restrictions: Except as expressly permitted by us in writing, you will not reproduce, redistribute, publicly display, sell, create derivative works from, decompile, reverse engineer, or disassemble the Site, the Content or the Services. Nor will you take any measures to interfere with or damage the Site, the Content or the Services. All rights not expressly granted by us are reserved.

17. Third Party Links

Linked Sites. Certain links on the Site and Services may let you leave the particular Site or Well Told and Services you are accessing in order to access a linked site (the “Linked Sites”). When you are linking to a third party site, it is important to know that we do not control these sites, nor has we reviewed or approved the content which appears on the Linked Sites. We are not responsible for the legality, accuracy or nature of any content, advertising, products or other materials on or available from any Linked Sites, or the conduct of such Linked Sites. You acknowledge and agree that Well Told shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any of the links, content, goods or services available on or through the Linked Sites.

Dealings with Third Parties. More specifically, your participation, correspondence or business dealings with any third party found on or through the Site and Services (i.e., a Linked Site), regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that Well Told shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.

18. Intellectual Property

You acknowledge that the Content, Site and Services contain software, graphics, photos, videos, know-how, product ideas, comments and other material (collectively, “Content”) that is protected by copyrights, patents, trade-marks, trade secrets and other intellectual property rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. The Content also includes information and materials developed for Well Told and the Site by our partners, service providers and third party licensors (“Third Party Providers”) which is also copyrighted and protected under Canadian, United States and other intellectual property laws.

For greater clarity, we make no representations or warranties regarding such Content. Inclusion of information or materials from third parties on this Site does not mean, unless expressly stated otherwise, that we endorse or agree with such information or materials. You understand that you have no proprietary rights in the Content and that the Third Party Providers retain all proprietary right, title or interest, including copyright, in their respective Third Party Content. 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 Content, in whole or in part, in an form or by any means whatsoever, be they physical, electronic or otherwise, for any public or commercial purpose, without the prior written consent of Well Told or the Third Party Providers. Subject to your compliance with these Terms, and solely for so long as you are permitted by us to access and use the Services, you may download one copy of the Content to any single computer or device for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices, and are in compliance with these Terms. Unless otherwise specified, modification of the Content or use of the Content for any other purpose, including use of any such Content on any other website or networked computer environment is strictly prohibited.

Well Told, Well Told Optimizer, and Well Told Label Reader name, logos and affiliated applications and technologies are the exclusive property of Well Told Inc. All other trade-marks appearing on the Services are trade-marks of their respective owners. Our Third Party Providers may also have additional proprietary rights in the Content which they make available through the Site and the Services. The trade names, trade-marks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Site or the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.

Well Told and its Third Party Providers owns and retains all proprietary rights in the Site, Content and the Services, and in all content, trade-marks, trade names, service marks and other intellectual property rights related thereto. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trade-marks, trade names, service marks, or other intellectual property or proprietary information accessible on the Site, the Content or through the Services without first obtaining the prior written consent of Well Told or, if such property is not owned by Well Told, the particular Third Party Provider. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any Content, including copyright, trade-mark and other intellectual property notices.

19. Copyright

We respect the intellectual property of others, and we ask our users to do the same. Each user is responsible for ensuring that the Materials and User Content that they upload to the Site and Services does not infringe any third party copyright.

We will promptly remove Materials and User Content from the Site and Services that that we reasonably believe infringes a third party’s copyright. In addition, we may, in appropriate circumstances, terminate the accounts of repeat copyright infringers.

20. General Provisions

(a) Applicable Law.  These Terms and any action related thereto or related to the Site will be governed, controlled, interpreted and defined by and under the laws of the Province of Ontario and the federal laws 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 the Site, the Services, the Content and the Submissions will be filed only in a court located in Toronto, Ontario, Canada, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts for the purpose of any such action. Your use of the Site is void where prohibited by laws in jurisdictions to which you are otherwise subject.

(b) Entire Terms. These Terms and any other legal notices, policies and guidelines of ours linked to these Terms constitute the entire agreement between you and us relating to the subject matter hereof 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 this Site.

(c) 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 us, you, and relying Third Party Providers.

(d) Assignment. You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.

(e) 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 endeavor 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.

(f) 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 our 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.

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

(h) Electronic Communications. As part of signing up to receive the Services, you consented to receive email from us in connection with the Services. You may have also opted in to receive future promotional communications from us. If you opt-in to receive such communications, we may use the information to: communicate with you regarding our Products, Services and promotions; provide you with other information that you request; and/or improve our product and service offerings. You will always have the opportunity to "unsubscribe" from receiving any of our e-mail or other communications at any time. We provide an on-going opportunity to unsubscribe or opt-out of contact by us. If you decide to unsubscribe, we will only contact you (i) for the purposes allowed under applicable law; (ii) to send you notices of changes to our Privacy Policy; or (iii) to receive Service related messages.

(i) Language. You and Well Told agree and confirm that it is your wish that these Terms, as well as other documents relating hereto including notices, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents, y compris tout avis qui s'y rattache, soient rédigés en langue anglaise.