Effective Date: June 13, 2019
- “Disputes” has the meaning prescribed under Section 17.
- “Distribute” means to incorporate, run, submit, use, display, copy, upload, post, reproduce, embed, communicate, publish, distribute, create derivative works of, adapt, translate, perform, transmit, arrange, modify, export, merge, transfer, share, outsource and/or make available.
- “includes” and “including” means including without limiting the generality of the foregoing.
- “Licence” has the meaning prescribed under Section 8.
- “Marks” means “SHERP”, and any other trademarks, trade dress, designs, trade names, domain names and logos appearing on or in connection with the Service.
- “person” includes natural persons and any type of incorporated or unincorporated entity.
- “Registration Data” has the meaning prescribed under Section 9.
- “registered user” means a person who has created and registered an account with the Service.
- “Service” means the Site, as well as any online services offered by All-Terrain on the Site, including online retail services.
- “Site” means this website, having the URL https://sherp.ca/, as well as any related applications made available by All-Terrain on the Site and in any app stores for use on mobile devices, tablets, personal computers and other devices and subdomains and subsidiary sites, and all of the related web pages relating thereto, including, but not limited to, content, user interfaces, visual interfaces, applications, software, information, photographs, images, ideas, illustrations, audio clips, video clips, data, code, designs, pictures, graphics, text, files, icons, user accounts, titles, themes, objects, techniques, databases, dialogue, locations, concepts, artwork, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, company names, the Marks, trademarks, logos and trade names or other materials uploaded, downloaded and/or contained in or electronically Distributed on the Site or the Service, including the manner in which the said content and information is presented or appears, together with all intellectual property rights therein.
- “use” or “uses” includes accessing, registering, viewing, reading, copying (whether in whole or in part), creating an account, Distributing User Content, and purchasing.
- “User Content” means any and all content, material and information Distributed by users via the Service, including any user-generated content about All Terrain’s products and services, questions, suggestions, information, inquiries, testimonials, feedback, reviews, emails, ideas, drawings, images, data, comments, opinions, concepts, designs, product names, audio, videos, photographs, or other content or material, including any intellectual property rights relating thereto.
- Permission to Use the Service
You may use the Service only if: (1) you have reached the age of majority where you live; and (2) you can form legally binding contracts under applicable law. You may not use the Service if you live in a jurisdiction where the use of the Service or any part of it may be illegal or prohibited. It is solely your responsibility to determine whether your use of the Service is lawful, and you must comply with all applicable laws.
The Service allows you to find and contact retailers and representatives of our products and services, review instructional videos on our products and services, and may provide online retail services and information about All-Terrain’s goods and services, past and current projects and user experiences.
- Ownership of the Service
The Service is the proprietary property of All Terrain Solutions Inc., its suppliers or its licensors, as the case may be. Unless expressly stated otherwise, the Service is protected by copyright and other intellectual property laws.
The Marks are registered or unregistered trademarks, trade dress, designs, domain names, trade names and logos owned or licensed by All-Terrain. All other trademarks, designs, domain names, trade names and logos not owned by All-Terrain that appear on the Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by All-Terrain.
- Permitted Use of the Service
All-Terrain reserves the right to: (a) correct any error, inaccuracy or omission at any time without prior notice or liability to you or any other person; (b) change at any time the products and services advertised or made available on the Service, the prices, fees, charges and specifications of such products and services, any promotional offers and any other part of the Service without any notice or liability to you or any other person; (c) reject, correct, cancel or terminate any order, including accepted orders for any reason; and (d) limit quantities available for sale.
(b) Misprints and Errors
All-Terrain endeavours to provide current and accurate information on the Service. However, misprints, errors, inaccuracies, omissions (including incorrect specifications for products) or other errors may sometimes occur. All-Terrain cannot guarantee that products and services advertised on the Service will be available when ordered or thereafter. All-Terrain does not warrant that the Service, including, without limitation, product descriptions or photographs, is accurate or complete.
(c) Your Information
We rely on the information you provide through the Service, including Registration Data, payment information (credit card numbers and expiration dates), and transaction-related information, which must be true, accurate, current and complete. You will be solely responsible and liable for any and all loss, damage, and additional costs that you, we or any other person may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your Registration Data and payment information within 30 days of any change.
- Discounts and Promotions
- User Content
Please do not Distribute User Content on or through the Service. We want to avoid the possibility of future misunderstandings when projects developed by us or under our direction might seem to others to be similar to their own creative work. We, therefore, ask that you not Distribute any User Content.
If you do Distribute User Content on or through the Service, all right, title and interest in the User Content shall be deemed the sole exclusive property of All-Terrain. When you Distribute User Content, you assign and transfer and/or shall cause the assignment and transfer over to All-Terrain of any right, title and interest, worldwide, you may have or may in the future acquire in and to the User Content, without any remuneration. You agree, at the request of All-Terrain, to do or to cause all lawful acts to secure and protect All-Terrain’s rights and interests in the User Content, without any compensation, but without expense to you, and you agree, when requested by All-Terrain, to execute, acknowledge and deliver to All-Terrain, without compensation but without expense to you, any and all instruments, assignments, waivers and documents relating thereto. You waive all of your moral rights in the User Content that you make available on or through the Service in favour of All-Terrain.
YOU AGREE TO INDEMNIFY ALL-TERRAIN FOR ALL CLAIMS BROUGHT BY A THIRD PARTY AGAINST ALL-TERRAIN ARISING OUT OF YOUR USER CONTENT, INCLUDING ANY CLAIM IN RESPECT OF INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR A CLAIM ARISING OUT OF OR IN CONNECTION WITH A BREACH OF ANY OF THE ABOVE REPRESENTATIONS AND WARRANTIES. ALL-TERRAIN TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY USER CONTENT DISTRIBUTED BY YOU OR ANY THIRD PARTY.
- Rules of Conduct
You agree that you will be personally responsible for your use of the Service and for all of your communication and activity in using the Service, including any User Content you Distribute via the Service. YOU AGREE AT ALL TIMES TO INDEMNIFY, DEFEND AND HOLD ALL TERRAIN HARMLESS FROM ANY AND ALL LIABILITY OR DAMAGES ARISING FROM YOUR CONDUCT ON THE SERVICE, INCLUDING ANY USER CONTENT THAT YOU DISTRIBUTE VIA THE SERVICE AND/OR INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
As a condition of using the Service, you agree to all of the following:
- You may be required to select a user name and password to access certain aspects of the Service, including to purchase products and services. You are responsible for maintaining the confidentiality of your user name and password.
- You are responsible for all activity that occurs under your user name.
- You are solely responsible for your conduct and any User Content that you Distribute on the Service or that you allow others to Distribute on the Service.
- You will not Distribute any User Content to, on or through the Service that is fraudulent, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, obscene, libellous, slanderous, pornographic, invasive of another’s privacy, or hateful.
- You will not Distribute any User Content that infringes or violates a patent, trademark, trade secret, copyright or other intellectual property rights of another person or entity, or that violate any right of privacy, or offer content that you do not have a right to make available under any law or under contractual or fiduciary relationships.
- You will not transmit any worms or viruses, spyware, malware, bugs or any other harmful or destructive code to or through the Service.
- You will not Distribute to users any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “affiliate links,” or any other form of solicitation.
- You will not use the Service for any illegal or unauthorized purpose or violate any applicable state, provincial, federal or local laws in your jurisdiction (including but not limited to intellectual property laws, criminal laws against money laundering, or tax laws).
- You will not “stalk” or otherwise harass anyone on or through the Service.
- You will not pretend that you are, or that you represent, someone else, or impersonate any other person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
- You will not access another registered user’s account without that registered user’s permission, nor will you compromise another registered user’s account. You agree that if such acts are brought to the attention of All-Terrain, All-Terrain may (1) immediately terminate your account, if any; and (2) provide all relevant information to law enforcement officials in order to assist in an investigation of your actions.
- You will not violate nor attempt to violate the security of the Service, including, without limitation:
- accessing data not intended for you, including logging into a server or account which you are not authorized to access;
- attempting to probe, scan or test the vulnerability of a system or network to breach security or authentication measures without proper authorization;
- using any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service;
- taking any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or All-Terrain’s systems or networks, or any systems or networks connected to the Service or to All-Terrain’s systems;
- conducting a reverse look-up, tracing or seeking to trace any information on any other user to its source, or exploit the Service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Service;
- attempting to interfere with, disrupt or disable service to any user, host or network, including, without limitation, via means of “denial of service” attacks, overloading, “flooding”, “mailbombing” or “crashing”;
- disrupting network nodes or network services or otherwise restricting, inhibiting, disrupting or impeding All-Terrain’s ability to monitor or make available the Service; or
- taking any action in order to obtain services to which you are not entitled.
- You shall not transmit email or any other content that includes personal or identifying information about another person without that person’s explicit consent.
- You shall not transmit email or any other content that is false, deceptive, misleading, deceitful, or constitutes “bait and switch”.
- You shall not sublicense, reproduce, duplicate, copy, rent, lease, sell, resell, exploit, redistribute, modify, create derivative works from, reverse engineer, broadcast, Distribute, disseminate, decompile, publish, transmit, translate, adapt or vary any of the Service, or any portion thereof, including but not limited to the Site, in any form or by any means whatsoever, be they physical, electronic or otherwise.
- You shall not remove any copyright, trademark or proprietary notices from any copies of the Service.
- You shall not create a database in electronic or structured manual form by systematically downloading and storing all or any of the Service.
- Your use of the Service cannot in any way harm or prejudice the image or perception of the Service or All Terrain to others receiving the information on the Service.
- Links to Other Sites & Resources
While the Service may contain links to external sites or resources, All Terrain is not responsible for the content of any of the linked external sites or resources. All Terrain provides these links as a convenience. ALL-TERRAIN DOES NOT ENDORSE ANY EXTERNAL SITE OR RESOURCE OR ACCEPT RESPONSIBILITY OR LIABILITY FOR ITS CONTENT, PRODUCTS, SERVICES, ACCURACY, AUTHENTICITY, TIMELINESS OR COMPLETENESS. You access these linked external sites and resources at your own risk. You may find some content to be offensive, harmful, inaccurate, or deceptive. You agree that All Terrain 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 or reliance on any such content, products or services available on or through any such external sites or resources.
The Service may contain the opinions, advice, statements and views of other users. Given the interactive nature of the Service, we cannot endorse, guarantee, or be responsible for the accuracy, efficacy, or veracity of any content generated by our users. Any opinions, advice, statements and views expressed or made available by third parties, including registered users and users, are those of the respective author(s) or distributor(s) and not of All Terrain. ALL TERRAIN NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, STATEMENT OR VIEW MADE ON THE SERVICE BY ANYONE OTHER THAN AUTHORIZED ALL TERRAIN EMPLOYEE SPOKESPERSONS WHILE ACTING IN THEIR OFFICIAL CAPACITIES.
- Disclaimers and Limitation of Liability
THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
YOU AGREE THAT THE SERVICE AND ALL PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE ARE PROVIDED BY ALL TERRAIN ON AN “AS IS” AND “AS AVAILABLE” BASIS UNLESS OTHERWISE SPECIFIED IN WRITING. YOU FURTHER AGREE THAT YOUR USE OF THE SERVICE AND ALL PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE BY ALL-TERRAIN SHALL BE AT YOUR SOLE RISK.
TO THE FULLEST EXTENT PERMITTED BY LAW, ALL TERRAIN DISCLAIMS ALL WARRANTIES, CONDITIONS, GUARANTEES AND/OR REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, IN CONNECTION WITH THE SERVICE, THE USER CONTENT, THE SITES AND RESOURCES LINKED TO THE SERVICE, ALL PRODUCTS AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE AND YOUR ACCESS TO AND USE THEREOF, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY, CONDITION, GUARANTEE AND/OR REPRESENTATION OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, PERFORMANCE, QUALITY, NON-INFRINGEMENT, SECURITY, ACCURACY, COMPLETENESS, SUITABILITY OR ANY IMPLIED WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
ALL-TERRAIN MAKES NO WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS ABOUT THE TRUTHFULNESS, ACCURACY OR COMPLETENESS OF THE USER CONTENT, THE SERVICE AND/OR THE CONTENT OF ANY SITES OR RESOURCES LINKED TO THE SERVICE, OR THE AVAILABILITY, QUALITY, CHARACTERISTICS, LEGITIMACY, FUNCTIONALITY, SECURITY OR SAFETY OF ANY SITES OR RESOURCES LINKED TO THE SERVICE, THE USER CONTENT, THE SERVICE AND/OR THE SERVICES AND PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE, AND ALL TERRAIN ASSUMES NO LIABILITY OR RESPONSIBILITY THEREOF.
ALL-TERRAIN ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (a) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE; (b) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (c) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (d) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; AND/OR (e) ANY ERRORS OR OMISSIONS IN THE SERVICE AND USER CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OR ACCESS OF THE SERVICE OR USER CONTENT DISTRIBUTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.
YOU HAVE SOLE RESPONSIBILITY FOR ANY DECISIONS YOU MAKE BASED ON INFORMATION CONTAINED IN THE SERVICE. IF YOU USE THE SERVICE, YOU ARE AGREEING THAT THIS LIMITATION OF LIABILITY IS REASONABLE AND IN KEEPING WITH THE NATURE OF THE SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH ALL TERRAIN IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.
ALL TERRAIN WILL NOT BE RESPONSIBLE FOR ANY DAMAGES YOU OR ANY THIRD-PARTY MAY SUFFER AS A RESULT OF THE TRANSMISSION, STORAGE OR RECEIPT OF CONFIDENTIAL OR PROPRIETARY INFORMATION THAT YOU MAKE OR THAT YOU EXPRESSLY OR IMPLICITLY AUTHORIZE ALL TERRAIN TO MAKE, OR FOR ANY ERRORS OR ANY CHANGES MADE TO ANY TRANSMITTED, STORED OR RECEIVED INFORMATION.
ALL TERRAIN’S TOTAL LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAID TO ALL TERRAIN IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM ALL TERRAIN SHALL CREATE ANY WARRANTY.
- Governing Law & Forum
You and All Terrain expressly exclude the UN Convention on Contracts for the International Sale of Goods and The International Sale of Goods Act (Manitoba), as amended, replaced or re-enacted from time to time.
You consent to the exchange of information and documents between you and All Terrain electronically over the internet or by email. You agree that this electronic agreement shall be equivalent to a written paper agreement between us.
Any such termination by All Terrain shall be in addition to and without prejudice to such rights and remedies as may be available to All Terrain, including injunction and other equitable remedies.
- Entire Agreement
- Assignment and Enurement
- No Waiver
All article or section headings are for reference and convenience only and shall not be considered in the interpretation of this Agreement.
- Unsolicited Commercial Electronic Messages
The inclusion of any email addresses on the Service does not constitute consent to receiving unsolicited commercial electronic messages or SPAM.
- Read and Understood
- Contact Us
If you have any questions, concerns or comments, please contact us at
All Terrain Solutions Inc.
Mailing Address: Unit 2, 799 Kapelus Drive, West Saint Paul, Manitoba, Canada, R4A 5A4
© Copyright (2019) All Terrain Solutions Inc. All rights reserved.