TERMS OF USE AGREEMENT
Last Modified: Oct 2, 2018
This Terms of Use Agreement is a contract between Winged Canvas Inc. and 1313205 Ontario Ltd. (operating as Winged Canvas), and their shareholders, officers, directors, employees, instructors, volunteers, and independent contractors (collectively “Winged Canvas”) and you, and applies to your use of the www.wingedcanvas.com website and/or any content available through the www.wingedcanvas.com domain name and/or any sub-domain name owned and/or operated by Winged Canvas (collectively, the “Website”). You must read, agree with and accept all terms and conditions contained in both this Agreement and the Privacy Policy, which are published at www.wingedcanvas.com, and which are incorporated herein by reference (the Terms of Use Agreement and Privacy Policy are hereinafter collectively referred to as the “Agreement”).
By using and/or visiting the Website and/or using any of the services provided on the Website you signify your acknowledgement and acceptance to be legally bound by this Agreement. If you do not agree with this Agreement, you should leave the Website and discontinue use of the services provided on the Website immediately.
Winged Canvas may modify this Agreement from time to time by posting a revised version on our Website and such modification shall be effective upon posting on the Website. You agree to be bound by any changes to this Agreement when you use the Website and/or services provided on the Website after such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.
1 | Website Content and Copyright Notice
The information and materials contained on the Website, including the text, images, video, audio, arrangement and general design (collectively, the “Content”) are owned or licensed by Winged Canvas, the respective artist or the respective artist’s successors, or assigns. You are authorized to view or download a single copy of the Content solely for your personal educational, non-commercial use provided you retain all notices pertaining to rights contained in the Content. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content. Reproduction of the Content except as specifically provided in this paragraph is prohibited without the express written authorization of Winged Canvas or the copyright owner. Any publication or commercial use of the Content is strictly prohibited. Copying, redistribution or exploitation of the Content for personal or corporate gain is not permitted.
2 | Prohibited Use of Website
You accept sole responsibility for all your activities using the Website, including your conduct on the Website and any and all content you may submit, post or share via the Website. You may not use the Website in any manner which is contrary to applicable local, provincial, national, international and foreign laws or regulations governing your use of the Website and/or the services provided on the Website. You may not use the Website in any manner which could damage, disable, overburden or impair the Website or interfere with any other party’s use and enjoyment of the Website.
3 | Privacy Policy
Your use of the Website, and any disputes arising from it, is also subject to our Privacy Policy, which forms part of this Agreement. Please review our Privacy Policy in order to better understand our use and disclosure of your information.
4 | Purchases and Workshop Registrations on the Website
Winged Canvas reserves the right to change prices, fees, deposits, and charges regarding the services and goods available through the Website at any time and from time to time without any notice or liability to you or any other person. These services include, but are not limited to, the deposit and fees payable via the Website for art workshops. Winged Canvas cannot guarantee that the services and goods advertised on the Website will be available as ordered when ordered or thereafter.
Winged Canvas also reserves the right at any time to reject, correct, cancel, or terminate any order, as well as the right to limit the number of quantities sold.
We encourage you to review our order placement, refund, and cancellation policies in regards to online payments, which are available on the FAQ page. It is your obligation to verify the appropriate policies concerning the purchase of services or goods, or deposits for services or goods, prior to purchase.
Unless expressly stated otherwise, all prices, fees, deposits, and charges are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to pay any such taxes that might be applicable to payments made by you to Winged Canvas.
Unless expressly stated otherwise, all prices, fees, deposits, and charges are non-refundable. Winged Canvas will not refund any amounts paid for non-refundable services or goods.
If you have additional questions or concerns regarding our online payment polices, please contact us.
5 | Online Payment System
The Website online payment system is provided by PayPal Inc. and, as such, your usage of, and what constitutes usage of, the online payment system is subject to terms, conditions, and privacy policies as set out by PayPal Inc. (collectively referred to as “PayPal Terms of Use”). We encourage you to please review the applicable PayPal Terms of Use prior to using the online payment system provided on our Website available on PayPal Inc.’s website. Winged Canvas is not in control of PayPal Inc. and is not responsible for the actions of Pay Pal Inc. However, if you are in breach of any of the PayPal Terms of Use applicable to you while using and/or visiting the Website, Winged Canvas reserves the right, in its sole discretion, to determine if said breach constitutes a breach under this Agreement.
Payments made through the Website’s online payment system are subject to this Agreement and Winged Canvas’s order policies as set out in the section titled “Purchases and Workshop Bookings on the Website” above. It is your obligation to verify the appropriate policies prior to using the online payment system. Winged Canvas will not refund any amounts paid for non-refundable services or goods. If any issues arise regarding your usage of the Website’s online payment system, please contact us immediately.
6 | Third-Party Links
Links to external web sites (the “Linked Sites”) are provided only as a convenience and do not constitute an endorsement by Winged Canvas of the owners or operators of the Linked Sites, an endorsement of the content, products, advertising or other materials contained in the Linked Sites, or any association between the Winged Canvas and the Linked Sites. Winged Canvas is not in control of any of the Linked Sites and is not responsible for the contents of the Linked Sites, including without limitation any link contained in the Linked Sites or any changes or updates to the Linked Sites. By using the Website, you expressly relieve Winged Canvas from any and all liability arising from your use of any third-party website.
7 | Website Host Provider
The Website is hosted by Wix.com Inc. (the “Host Provider”) and as such your usage of the Website may also be subject to terms, conditions, and privacy policies as set out by the Host Provider (collectively referred to as “Host Provider Terms of Use”). We encourage you to please review the Host Provider Terms of Use (available at www.wix.com). Winged Canvas is not in control of the Host Provider and is not responsible for the actions of the Host Provider. However, if you are in breach of any of Host Provider Terms of Use applicable to you while using and/or visiting the Website, Winged Canvas reserves the right, in its sole discretion, to determine if said breach constitutes a breach under this Agreement.
8 | Social Media Features
The Website includes social media features, such as the Facebook Like button, the Facebook Follow link and the associated programming and scripts that run on the Website (collectively referred to as “Social Media Features”). These Social Media Features may be hosted directly by our Website or one or more third-party Websites. Your use of these Social Media Features may subject you to the terms and conditions of the third-party company that provides these. Furthermore, these Social Media Features may host third-party content or links to third party websites on the Website (such as user comments or photos) that are not owned or controlled by Winged Canvas. Winged Canvas has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any such third-party content or websites or any of their contents. In addition, Winged Canvas will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve Winged Canvas from any and all liability arising from your use of any third-party website or your use of the Social Media Features on the Website.
9 | Disclaimer
THE WEBSITE AND THE CONTENT ARE PROVIDED ON AN “AS IS, WHERE IS” BASIS. WINGED CANVAS DISCLAIMS ALL CONDITIONS, TERMS, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH RESPECT TO THE WEBSITE OR ANY OF THE CONTENT.
WINGED CANVAS DOES NOT WARRANT THAT THE WEBSITE AND THE CONTENT ARE FREE FROM ERRORS OR OTHER PROGRAM LIMITATIONS OR THAT THE WEBSITE AND CONTENT WILL BE ACCESSIBLE AND PERFORM IN ACCORDANCE WITH YOUR EXPECTATIONS. THIS DISCLAIMER SHALL APPLY TO ALL DAMAGES OR INJURIES INCURRED FROM, OR RELATED TO YOUR USE OF THE WEBSITE INCLUDING BUT NOT LIMITED TO FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR COMMUNICATION LINE FAILURE.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, WINGED CANVAS FURTHER DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS (I) REGARDING THE GOODS OR SERVICES PROVIDED THROUGH THE WEBSITE (THE “PRODUCTS”), (II) REGARDING THE USE OF THE PRODUCTS, (III) THAT THE PRODUCTS WILL PERFORM IN ACCORDANCE WITH YOUR EXPECTATIONS, OR (IV) THAT ANY DEFECTS IN THE PRODUCTS WILL BE CORRECTED.
10 | Limitation of Liability
THE EXPRESS WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, TERMS, REPRESENTATIONS AND OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT. WINGED CANVAS WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES (DIRECT, INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, OR OTHERWISE), EXPENSES, LOSS OF PROFITS, LOSS OF EARNING, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA OR OTHER LOSS, ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH THE PROVISION, USE OR FAILURE OF THE WEBSITE, AND/OR THE CONTENT, WHETHER NEGLIGENT OR OTHERWISE, AND WHICH WOULD OTHERWISE GIVE RISE TO A CAUSE OF ACTION IN CONTRACT, TORT, OR ANY OTHER DOCTRINE OF LAW.
11 | Indemnity
You agree to indemnify, defend and hold harmless Winged Canvas and its respective agents, directors, officers, employees, instructors, volunteers and licensors, and all other related, associated, or connected persons (collectively, the "Indemnified Parties") from and against any and all liabilities, expenses and costs, including without limitation reasonable legal fees and expenses, incurred by the Indemnified Parties in connection with any claim or demand arising out of, related to, or connected with: (i) the use of the Website by you, (ii) your breach of this Agreement, or (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. You will assist and co-operate as fully as reasonably required by the Indemnified Parties in the defence of any such claim or demand.
12 | General
12.1 – Survival
The Disclaimer, Limitation of Liability and Indemnity provisions in this Agreement will survive indefinitely after the termination of this Agreement.
12.2 – Trade-Marks
Winged Canvas and the Winged Canvas logo (collectively the “Trade-Marks”) appearing on the Website are trademarks or service marks of Winged Canvas. The use of the Trade-Marks is strictly prohibited without prior written consent from Winged Canvas. All other trade-marks, product names and company names or logos cited herein are the property of their respective owners.
Nothing appearing on the Website or elsewhere will be construed as granting, by implication, estoppels, or otherwise, any license or right to use any Trade-Marks displayed on the Website.
12.3 – Severability
If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect.
12.4 – Assignment
This Agreement, and any rights and licences granted here under, may not be transferred or assigned by you, but may be assigned by Winged Canvas without restriction or limitations.
12.5 – Entire Agreement
Unless specifically provided herein, this Agreement constitutes the entire agreement between you and Winged Canvas with respect to your use of the Website. This Agreement will supersede all prior agreements, understanding, negotiations and discussions, either oral or written between the parties. There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the parties in connection with the use of the Website except as specifically set forth herein.
12.6 – Termination
This Agreement will automatically terminate if you are in breach of any of the provisions contained herein or in our Privacy Policy. Winged Canvas reserves the right, in its sole discretion, to suspend or terminate your access to the Website and the related services or any portion thereof at any time, without notice. Upon any such termination you may no longer access and/or use the Website.
Winged Canvas may, in its sole discretion, change, suspend or terminate, temporarily or permanently, the Website or any part of it or any of its features at any time, for any reason, without any notice or liability to you or any other person.
If this Agreement or your permission to use the Website is terminated by you or Winged Canvas for any reason, this Agreement will nevertheless continue to apply and be binding upon you in respect of your prior use of the Website and your purchases of goods and services through the Website and anything connected with, relating to or arising from those matters.
12.7 | Waiver
No waiver of a provision of this Agreement shall operate as a waiver of any other provision or the same provision on a future occasion.
12.8 | Headings
The headings preceding the text of the sections of this Agreement are for convenience only and shall not be deemed part of this Agreement.
12.9 | Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. You hereby expressly consent to the sole and exclusive jurisdiction and venue of the courts of the Province of Ontario, located in the city of Toronto for any legal proceeding arising out of or relating to your use of the Website.
13 | Customer Service Contact