Terms of use

Last Revised: August 19, 2020

THIS WEBSITE USER AGREEMENT (THIS “AGREEMENT”) APPLIES TO ALL INDIVIDUALS WHO USE OR BROWSE (COLLECTIVELY “USERS” OR “YOU”) ON WWW.MAGICNOODLE.CA OR ANY OTHER SITE OWNED BY MAGIC NOODLE., OR OPERATED ON ITS BEHALF (COLLECTIVELY THE “WEBSITES”). THESE TERMS OF USE GOVERN YOUR USE OF THIS SITE. BY ACCESSING THE WEBSITES, YOU ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS OF USE. THESE TERMS OF USE ARE SUBJECT TO CHANGE BY Magic Noodle AT ANY TIME IN ITS DISCRETION. YOUR USE OF THE WEBSITES AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES. PLEASE CONSULT THESE TERMS OF USE REGULARLY.

ACCESS TO THE WEBSITES

To access the Websites or some of the resources they have to offer, you may be asked to provide certain registration details. It is a condition of your use of the Websites that all the details you provide will be correct, current, or complete. If Magic Noodle believes the details are not correct, current of complete, Magic Noodle has the right to refuse you access to the Website or its resources, and to terminate or suspend your access at anytime.

RESTRICTIONS ON USE – LAWS AND REGULATIONS

You have a nonexclusive, nontransferable, limited, revocable right to use the Websites solely to obtain information about Magic Noodle. You will not use the Websites for any other purpose, including any commercial purpose, without Magic Noodle' express prior written consent. For example, you will not (and will not authorize any other party to) (i) co-brand the Websites or any portion thereof, (ii) frame the Websites or any portion thereof, or (iii) link to the Websites or any portion thereof, without the express prior written permission of the Chief Information Officer of Magic Noodle. For purposes of these Terms of Use, "co-branding" means to display a name, logo, trademark, 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 the Websites or content accessible within the Websites. You agree to cooperate with Magic Noodle in causing any unauthorized co-branding, framing or linking immediately to cease. You agree not to use the Websites for any other purpose that is unlawful or prohibited by this Agreement. You may not use the Websites in any manner that: (i) is profane, defamatory, obscene, violent, sexual, pornographic, discriminatory, or otherwise unprofessional or indecent, (ii) interferes with the servers or networks connected to the Websites, or (iii) violates any of the terms, conditions, procedures, policies or regulations connected to the Websites.

PROPRIETARY INFORMATION

The material and content accessible at the Websites and any other World Wide Website owned, operated, licensed or controlled by Magic Noodle or any of its related, affiliated or subsidiary companies, including without limitation, all trademarks, service marks and logos used by Magic Noodle or the party that provided the trademarks, service marks and logos (the "Content") is the proprietary information of Magic Noodle or the party that provided the Content to Magic Noodle, and Magic Noodle or the party that provided the Content to Magic Noodle retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted or transmitted in any way without the prior written consent of Magic Noodle, except that you may print out a copy of the Content solely for your personal use, and members of the media may use Content provided in the Websites' Media Center solely for editorial purposes. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Use violates Magic Noodle' intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to the Websites.

HYPER-LINKS

The Websites may be linked to other websites which are not maintained by, or related to, Magic Noodle. Hyper-text links to such websites are provided as a service to users and are not sponsored by or affiliated with the Websites or Magic Noodle. Magic Noodle has not reviewed any or all of such websites and is not responsible for the content of those websites. Hyper-links are to be accessed at the user's own risk, and Magic Noodle makes no representations or warranties about the content, completeness or accuracy of these links or the websites hyper-linked to the Websites. Further, the inclusion of any link to a third-party website does not necessarily imply endorsement by Magic Noodle of those websites.

SUBMISSIONS

You hereby grant to Magic Noodle the royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display all remarks, suggestions, ideas, graphics or other information communicated to Magic Noodle through the Websites or electronic mail (together, the "Submission"), and to incorporate any Submission in other works in any form, media or technology now known or later developed. Magic Noodle will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising), and will not incur any liability as a result of any similarities that may appear in future Magic Noodle operations.

DISCLAIMER

You understand that Magic Noodle cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of infection or viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Websites for the reconstruction of any lost data. Magic Noodle does not assume any responsibility or risk for your use of the Internet.

The Content is not necessarily complete, may contain technical inaccuracies or typographical errors, may not be up-to-date and should not be used to replace Magic Noodle' written reports, statements and notices. Investors, borrowers and other persons should use the Content in the same manner as any other educational medium and should not rely on the Content to the exclusion of their own professional judgment. Information obtained by using this site is not exhaustive and does not cover all issues, topics or facts that may be relevant to your goals.

YOUR USE OF THE WEBSITES IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. MAGIC NOODLE DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. MAGIC NOODLE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MAGIC NOODLE DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND MAGIC NOODLE MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT MAGIC NOODLE, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE WEBSITES OR THEIR CONTENT. MAGIC NOODLE MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

All of the information in the Websites, whether historical in nature or forward-looking, speaks only as of the date the information is posted on the Websites, and Magic Noodle does not undertake any obligation to update such information after it is posted or to remove such information from the Websites if it is no longer accurate or complete. Information included in the Websites does not constitute an offer to sell, or the solicitation of an offer to buy, any securities of Magic Noodle and this information should not be relied upon in connection with any offering of securities by Magic Noodle.

LIMITATION ON LIABILITY

MAGIC NOODLE, ITS LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS AND SHAREHOLDERS, WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS OR SIMILAR DAMAGES, EVEN IF MAGIC NOODLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF MAGIC NOODLE AND ITS LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS AND SHAREHOLDERS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO MAGIC NOODLE FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.

INDEMNITY

By using the Websites, each User accepts all responsibility for and hereby indemnifies Magic Noodle, its officers, directors, employees, agents, shareholders, content providers, service providers and contractors (the "Indemnified Parties") and agrees to hold them harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys' fees of such parties in connection therewith. 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 the information accessed from the Websites.

TRADEMARKS

Trademarks, service marks and logos appearing in the Websites are the property of Magic Noodle or the party that provided the trademarks, service marks and/or logos to Magic Noodle. Magic Noodle and any party that provided trademarks, service marks and/or logos to Magic Noodle retain all rights with respect to any of their respective trademarks, service marks and logos appearing in the Websites.

INFORMATION YOU PROVIDE

You may not post, send, submit, publish, or transmit in connection with the Websites any material that: you do not have the right to post, including proprietary material of any third party; advocates illegal activity or discusses an intent to commit an illegal act; is vulgar, obscene, violent, sexual, pornographic, discriminatory, or otherwise unprofessional or indecent; does not pertain directly to the Websites; threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive; seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; infringes any intellectual property or other right of any entity or person, including violating anyone's copyrights or trademarks or their rights of publicity; violates any law or may be considered to violate any law; impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content; advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on the Websites; solicits funds, advertisers or sponsors; includes programs which contain viruses, worms and/or "Trojan horses" or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications; disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via the Websites; includes MP3 format files; amounts to a 'pyramid' or similar scheme; disobeys any policy or regulations established from time to time regarding use of the Websites or any networks connected to the Websites; or contains links to other sites that contain content that falls within the descriptions set forth above. Magic Noodle reserves the right to monitor use of the Websites to determine compliance with these Terms of Use, as well the right to remove or refuse any information for any reason. Notwithstanding these rights, you remain solely responsible for the content of your postings. You acknowledge and agree that neither Magic Noodle nor any third party that provides Content to Magic Noodle will assume or have any liability for any action or inaction by Magic Noodle or such third party with respect to any posting.

SECURITY

Any passwords used for the Websites are for individual use only. You are responsible for the security of your password (if any). Magic Noodle is entitled to monitor your password and, at its discretion, require you to change it. If you use a password that Magic Noodle considers insecure, Magic Noodle may require the password to be changed and/or terminate your account. You are prohibited from using any services or facilities provided in connection with the Websites to compromise security or tamper with 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. If you become involved in any violation of system security, Magic Noodle reserves the right to release your details to system administrators at other websites in order to assist them in resolving security incidents. Magic Noodle reserves the right to investigate suspected violations of these Terms of Use. Magic Noodle reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Magic Noodle to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use. By accepting this Agreement you, your heirs and assigns, waive and hold harmless Magic Noodle, its officers, directors, employees, agents, shareholders, content providers, service providers and contractors from any claims resulting from any action taken by Magic Noodle during or as a result of its investigations and/or from any actions taken as a consequence of investigations by either Magic Noodle or law enforcement authorities.

ABILITY TO ACCEPT TERMS OF SERVICE

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use.

MISCELLANEOUS

These Terms of Use will be governed and interpreted pursuant to the laws of Toronto, Ontario, Canada, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in Toronto, Ontario in connection with any dispute between you and Magic Noodle arising out of these Terms of Use or pertaining to the subject matter hereof. The parties to these Terms of Use each agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use or pertaining to the subject matter hereof shall be in the state and/or federal courts in Toronto, Ontario. If any part of these Terms of Use is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. These Terms of Use constitute the entire agreement among the parties relating to the subject matter hereof. Magic Noodle may revise these Terms of Use at any time by updating this posting.