PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SITES.

The following Terms and Conditions govern and apply to your use of or reliance upon the following websites and services (the “Sites”) maintained by Hilltop Partner Network Inc. (“HPN”): the HPN website, the HPN Communities portal, and the Hilltop Hub. Your access or use of the Sites indicates that you have read, understand and agree to be bound by these Terms and Conditions and any other applicable laws, statutes and/or regulations. We may change these Terms and Conditions at any time without notice, effective upon its posting to the Sites. Your continued use of the Sites will be considered your acceptance of the revised Terms and Conditions.

1. INTELLECTUAL PROPERTY

All intellectual property on the Sites (except for User Generated Content, as defined below) is owned by us or our licensors, which includes materials protected by copyright, trademark, or patent laws. All trademarks, service marks and trade names are owned, registered and/or licensed by us. All content on the Sites (except for User Generated Content, as defined below), including but not limited to text, software, code, designs, graphics, photos, sounds, music, videos, applications, interactive features and all other content is a collective work under Canadian and other copyright laws and is the proprietary property of HPN and our licensors. All rights therein are reserved by HPN and our licensors.

2. USE OF COMPANY MATERIALS

We may provide you with certain information as a result of your use of the Sites including, but not limited to, documentation, data, or information developed by us, and other materials which may assist in the use of the Sites or Services (“Company Materials”). The Company Materials may not be used for any other purpose than the use of the Sites and the services offered on the Sites. Nothing in these Terms and Conditions may be interpreted as granting any license of intellectual property rights to you.

3. USER GENERATED CONTENT

“User Generated Content” is communications, materials, information, data, opinions, photos, profiles, messages, notes, website links, text information, music, videos, designs, graphics, sounds, and any other content that you and/or other Site users post or otherwise make available on or through the Sites, except to the extent the content is owned by the originating member, but may be removed from the Sites by HPN at will.

You grant us a non-exclusive, worldwide, sublicensable, royalty-free license to use, host, run, copy, reproduce, process, adapt, translate, publish, transmit, display and distribute User Generated Content to provide the Services in accordance with these Terms and Conditions.

You represent, warrant and covenant to us that our use of your User Generated Content as provided in these Terms and Conditions: (a) will not infringe the intellectual property rights of any third party; and (b) will not infringe or violate any privacy or personality rights of any other person.

4. ACCOUNT AND ACCOUNT USE

If your use of the Sites requires an account (an “Account”) identifying you as a member of HPN:

• you are solely responsible for your Account and the maintenance, confidentiality and security of your Account and all passwords related to your Account, and any and all activities that occur under your Account, including all activities of any persons who gain access to your Account with or without your permission;
• you agree to immediately notify us of any unauthorized use of your Account, any service provided through your Account or any password related to your Account, or any other breach of security with respect to your Account or any service provided through it, and you agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account, and
• you agree to provide true, current, accurate and complete information as requested by us from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete and accurate.

5. SALE OF GOODS AND SERVICES

We may allow third parties to sell goods or services through the Sites. We undertake to be as accurate as possible with all information regarding these goods and services, including product descriptions and images. However, we do not guarantee the accuracy or reliability of any product or services information and you acknowledge and agree that you purchase such products or services at your own risk. For goods or services sold by others, we assume no liability for any product and cannot make any warranties about the merchantability, fitness, quality, safety or legality of these products. For any claim you may have against the manufacturer or seller of the product, you agree to pursue that claim directly with the manufacturer or seller and not with us. You agree to release us from any claims related to goods or services manufactured or sold by third parties, including any and all warranty or product liability claims.

For any questions, concerns, or disputes, you agree to contact us in a timely manner at the following:

Hilltop Partner Network Inc.
904 Red River Drive
Howden, MB
R5A 1J4
[email protected]

 

6. ACCEPTABLE USE

You agree not to use the Sites for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Sites in any way that could damage the Sites, the services or the general business of HPN. You further agree not to use and/or access the Sites:

• To harass, abuse, or threaten others or otherwise violate any person’s legal rights;
• To violate any intellectual property rights of us or any third party;
• To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
• To perpetrate any fraud;
• To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
• To publish or distribute any obscene or defamatory material;
• To publish or distribute any material that incites violence, hate or discrimination towards any group;
• To unlawfully gather information about others.

7. PRIVACY

Through your use of the Sites, you may provide us with certain information. By using the Sites, you authorize us to use your information in Canada and any other country where we may operate.

When you register as a member of HPN, you provide us with personal information such as a valid email address, your name, address information, etc.

For more information, please refer to our Privacy Policy, which you may find at the following address: https://hilltoppn.com/privacy-policy.

8. REVERSE ENGINEERING & SECURITY

You may not undertake any of the following actions:

• Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on the Sites;
• Violate the security of the Sites through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

You acknowledge and agree that you will use commercially reasonable methods to protect against unauthorized access to information you provide to and access via the Sites, and that you will be responsible for any and all harm or losses which result from your failure to do so.

9. DATA LOSS

We use commercially reasonable methods to protect against unauthorized access to your information, but we cannot and do not guarantee that data will not be subject to unauthorized access or disclosure. Further, we are not responsible or liable for: (a) unauthorized access, alteration, theft or destruction of your data arising from your or your users’ actions or omissions; (b) any delay or failure of performance caused in whole or in part by your delay in performing, or your failure to perform, any of your obligations under these Terms and Conditions, including without limitation the security elements of your Account or Content that you control, such as a password; (c) failures of your internal network or internet connectivity problems; or (d) emergency maintenance or scheduled maintenance.

Internet communications are subject to interception, loss, or alteration and, as consequence, you acknowledge that information or data you provide by electronic means by accessing or using the Sites cannot be guaranteed as being confidential or exclusive, except to the extent required by applicable laws, and that communications by email may be intercepted, altered or lost.

Your use of the Sites is at your own risk.

10. INDEMNIFICATION

You defend and indemnify HPN, our affiliates and our and their officers, directors, employees, agents, permitted successors and assigns and hold us harmless against any and all losses, damages, claims, costs and expenses of any nature, including reasonable attorney’s fees, which may arise from or relate to your use or misuse of the Sites, your breach of these Terms and Conditions, or your conduct or actions. We will select our own legal counsel and may participate in our own defence, if we wish to do so.

11. SPAM POLICY

You are strictly prohibited from using the Sites or any of our services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.

12. THIRD-PARTY LINKS & CONTENT

We may occasionally post links to third party websites or other services. We are not responsible or liable for any loss or damage caused as a result of your use of any third-party services linked to from our Sites.

13. VARIATION

To the extent any part or sub-part of these Terms and Conditions is held ineffective or invalid by any court of law, the prior, effective version of these Terms and Conditions be considered enforceable and valid to the fullest extent.

14. SERVICE INTERRUPTIONS

We may need to interrupt your access to the Sites to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access to the Sites may be affected by unanticipated or unscheduled downtime, for any reason, but that we will have no liability for any damage or loss caused as a result of such downtime.

15. TERMINATION OF ACCOUNT

We may, in our sole discretion, suspend, restrict or terminate your Account and your use of the Sites, effective at any time, without notice to you, for any reason, including because the operation or efficiency of the Sites or our or any third party’s equipment or network is impaired by your use of the Sites, we have received a third party complaint which relates to your use or misuse of the Sites, or you have been or are in breach of any term or condition of these Terms and Conditions. We will have no responsibility to notify any third party, including any third-party providers of services, merchandise or information, of any suspension, restriction or termination of your access to the Sites.

16. NO WARRANTIES

Your use of the Sites is at your sole and exclusive risk and any services provided by us are on an “as is” basis. We disclaim any and all express or implied warranties and conditions of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. We make no warranties that the Sites will meet your needs or that the Sites will be uninterrupted, error-free, or secure. We also make no warranties as to the reliability or accuracy of any information on the Sites or obtained through the Services. Any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Sites is your sole responsibility and we are not liable for any such damage or loss.

17. LIMITATION OF LIABILITY

We are not liable for any damages that may occur to you as a result of your use of the Sites, to the fullest extent permitted by law.

IN NO EVENT SHALL HPN, OUR AFFILIATES OR OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR AGGRAVATED DAMAGES OF ANY KIND WHATSOEVER, HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION (INCLUDING IN TORT, CONTRACT, INDEMNIFICATION, FUNDAMENTAL BREACH, GROSS NEGLIGENCE OR OTHERWISE), EVEN IF SUCH DAMAGES ARE FORESEEABLE OR IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF HPN, OUR AFFILIATES, AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS TO YOU, FOR ALL LOSSES, COSTS AND DAMAGES ARISING UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US FOR YOUR USE OF THE SITES (IF ANY) IN THE PRECEDING TWELVE (12) MONTHS’ PERIOD.

18. MISCELLANEOUS

Further Assurances: You and we shall use commercially reasonable efforts to, from time to time at the request of the other party, without any additional consideration, furnish the other party such further information or assurances, execute and deliver such additional documents, and take such other actions and do such other things, as may be reasonably necessary or appropriate to carry out the provisions of these Terms and Conditions and give effect to the transactions contemplated hereby.

Governing Law: These Terms and Conditions and all related documents, including any exhibits or schedules attached hereto, and all matters arising out of or relating to these Terms and Conditions are governed by, and construed in accordance with, the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the Province of Manitoba.

Choice of Forum: Any legal suit, action, litigation or proceeding of any kind whatsoever in any way arising out of, from or relating to these Terms and Conditions, the Services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Manitoba.

Successors and Assigns: These Terms and Conditions binding upon and enure to the benefit of the parties and their respective successors and permitted assigns.

Survival: Sections 3, 5, 9, 10, 12, 14, 15, 16, 17 and 18 of these Terms and Conditions shall survive any expiration or termination of these Terms and Conditions, howsoever caused or occurring.

Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

 

Updated: January 2024