Terms of Use
Last updated: February 25, 2024
PLEASE READ THESE TERMS OF USE TOGETHER WITH ANY AND ALL OTHER AGREEMENTS, TERMS, CONDITIONS, AND POLICIES REFERENCED HEREIN CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING DISCLAIMERS, LIMITATIONS, AND EXCLUSIONS OF OUR LIABILITY AND LIMITATIONS AND WAIVERS OF YOUR RIGHTS AND REMEDIES.
Your Agreement to these Terms of Use. This website and/or mobile application and any other related websites, applications, equipment interfaces, features, widgets, or online services (collectively, this “Site”) is owned and operated by Cycleventure (“Cycleventure”, “us”, “we”, “our”, or words of like meaning). This Site and the Content (as defined herein) and Services (as defined herein) are made available to you subject to your compliance with these terms and conditions of use and the terms and conditions of our Privacy Policy (collectively, these “Terms of Use”).
THESE TERMS OF USE CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND CYCLEVENTURE. BY ACCESSING, VISITING, OR USING THIS SITE OR ANY CONTENT, REGISTERING WITH US, OR ACCESSING OR USING ANY SERVICES, IN WHOLE OR IN PART, IN ANY WAY, YOU SIGNIFY YOUR AGREEMENT AND YOU EXPRESSLY COVENANT AND AGREE TO BE BOUND BY, AND COMPLY WITH, THESE TERMS OF USE AND REPRESENT AND WARRANT TO AND IN FAVOUR OF CYCLEVENTURE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS OF USE. IF YOU DO NOT AGREE TO BE BOUND BY, AND COMPLY WITH, THESE TERMS OF USE, YOU ARE NOT PERMITTED TO ACCESS OR USE THIS SITE OR ANY CONTENT OR SERVICES.
2. Modifications. Cycleventure reserves the right (in its sole discretion) to amend, modify, restate, replace, or supplement these Terms of Use at any time and from time to time. You should review these Terms of Use regularly. By accessing or using this Site or any Service after any such amendments, modifications, restatements, replacements, or supplements, you agree to be bound by, and comply with, these Terms of Use, as so amended, modified, restated, replaced, or supplemented. If any such amendment, modification, restatement, replacement, or supplement is not acceptable to you, you must immediately cease accessing and using this Site and any and all Services.
3. Content. This Site contains content provided by Cycleventure and third parties (including other Users), including editorial content, personal profiles, articles, publications, pictures, videos, information, accounting advice from third parties (including other Users), events, data, and other materials (the “Content”) and access to various products and services provided by Cycleventure and third parties, including other Users (the “Services”).
4. Currency of Content. The Content is provided for informational purposes only. The Content should not be relied upon as accurate, reliable, complete, current, timely, or fit for any particular purpose. To the extent that the Content is current as of the date of first publication, it may no longer be accurate as a result of the passage of time.
5. Your Content. This Site allows for you to share, upload, or provide content to this Site (“Your Content”). By uploading or providing Your Content to this Site, you represent and warrant to and in favour of Cycleventure that you have all necessary rights and licences to do so. Cycleventure reserves the right to remove, edit, limit, or block access to any of Your Content at any time, and it will have no obligation to display or review Your Content. You are solely responsible and liable for Your Content. You acknowledge and agree that Your Content is public. By uploading or providing Your Content to this Site, you automatically grant Cycleventure a non-exclusive, royalty-free, irrevocable, sub-licensable, perpetual, worldwide right and licence to use, copy, modify, display, and publish Your Content in any way, without compensation to you, including editing, copying, modifying, adapting, translating, reformatting, creating derivative works from, incorporating into other works, advertising, distributing, and otherwise making available to the general public Your Content, whether in whole or in part and in any format or medium currently known or developed in the future (“Your Licence”). You acknowledge and agree that Cycleventure may assign, transfer, or sub-license Your Licence and Your Content to any person, including its affiliates and successors, without any further approval by you.
6. Prohibited Content. You agree to not post, provide, or upload any of Your Content to this Site that:
(a) contains language or imagery that could be deemed offensive or is likely to harass, upset, embarrass, alarm, or annoy any other person;
(b) is obscene, pornographic, violent, or that otherwise may offend human dignity;
(c) is abusive, insulting, threatening, discriminatory, or that promotes or encourages racism, sexism, hatred, or bigotry;
(d) is inaccurate, incomplete, or misleading or includes advice or guidance that is negligent or fraudulent;
(e) encourages any illegal activity (including terrorism) or incites racial hatred or the submission of which in itself constitutes committing a criminal offence;
(f) is defamatory or libellous;
(g) relates to commercial activities, including sales, competitions and advertising, or links to other websites or premium line telephone numbers;
(h) involves the transmission of “junk” mail or “spam”;
(i) contains any spyware, adware, viruses, corrupt files, Trojan horses, worm programs or other malicious code designed to interrupt, damage, limit the functionality of, or disrupt any software, hardware, telecommunications, networks, servers or other equipment; or contains any other material designed to damage, interfere with, wrongly intercept, or expropriate any data or personal information whether from Cycleventure or otherwise;
(j) itself, or the posting of which, infringes any person’s rights, including intellectual property rights and privacy rights; or
(k) shows another person if such Content was created or distributed without that person’s express consent.
7. Feedback. We welcome and encourage you to provide feedback, comments, suggestions, ideas and materials for improvements to this Site, the Content, and the Services (“Feedback”). You may submit Feedback by contacting us via email at ride@cycle-venture.com or via the Contact Us page of this Site or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you automatically grant Cycleventure a non-exclusive, royalty-free, irrevocable, sub-licensable, perpetual, worldwide right and license to use, copy, modify, display, and publish such Feedback for any purpose, without compensation to you, whether in whole or in part and in any format or medium currently known or developed in the future. You acknowledge and agree that Cycleventure may assign, transfer, or sub-license the above licence to any person, including its affiliates and successors, without any further approval by you.
8. Communications Not Confidential. Cycleventure does not guarantee the confidentiality of any communications made by you via email or otherwise through this Site. Any email communications made by you via email or otherwise through this Site will be at your own risk and liability.
9. Permitted Uses. You may access and use this Site and the Content only in accordance with these Terms of Use and applicable law. Unless and only to the extent otherwise expressly provided in any other agreement between you and Cycleventure, subject to these Terms of Use, Cycleventure grants to you a non-exclusive, non-transferable, revocable right and licence to access and use this Site and the Content only to display on your own computer, tablet, phone, or mobile device for your own personal non-commercial use, provided that the Content is not modified or altered in any way whatsoever (“Permitted Uses”). By accessing or using this Site or any other Cycleventure Property (as defined herein) or by displaying, saving, downloading, or printing a copy of any Content, you do not acquire any other right or licence to this Site or any other Cycleventure Property. All rights not expressly granted by Cycleventure are expressly reserved by Cycleventure.
10. Linking and Social Media. If you engage with us through a social media platform, these Terms of Use are in addition to any terms and conditions governing the relevant social media platform. If you access the Services through an application platform on your device (such as Google Play or Apple’s App Store) these Terms of Use are in addition to any terms and conditions governing the relevant application platform, including any terms applicable to subscription Services accessed through such application platforms. We have no liability or responsibility for the third-party content, products, or services available on any third-party platform or the actions or omissions of any third-party platform or any other user of such third-party platform. This Site may, for convenience, provide links to Cycleventure’s social media accounts, including Facebook, Instagram, TikTok, and YouTube (“Cycleventure Social Media”). You acknowledge and agree that, to the extent that you access and use Cycleventure Social Media:
(a) any and all references in these Terms of Use to this Site will refer to and include Cycleventure Social Media;
(b) your access to, and use of, Cycleventure Social Media is governed by these Terms of Use and the terms and conditions of the applicable third-party provider thereof (each, a “Third-Party Provider”);
(c) in the event of a conflict or inconsistency between these Terms of Use and the terms and conditions of a Third-Party Provider with respect to your access and use of Cycleventure Social Media, the terms and conditions of such Third-Party Provider may govern to the extent necessary to resolve such conflict or inconsistency;
(d) Cycleventure Social Media may contain content of third parties that may not be subject to the control of Cycleventure; and
(e) if you choose to access any Cycleventure Social Media, you do so entirely at your own risk and liability.
11. Linking and Third-Party Sites. This Site may, for convenience, provide links to websites or applications of other parties (each, a “Third-Party Site”). You acknowledge and agree that:
(a) the content of Third-Party Sites is not provided by nor under the control of Cycleventure;
(b) Cycleventure does not endorse or republish any content of any Third-Party Site or provide any representation, warranty, or guarantee regarding the quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, or fitness for any purpose of any such Third-Party Site or the content thereon;
(c) where you provide a link to this Site from another website, Cycleventure reserves the right to require you to disable such link; and
(d) if you choose to access a Third-Party Site, you do so entirely at your own risk and liability.
12. Trademarks. Any and all trademarks, corporate names, business names, and other trade names of Cycleventure, including CYCLEVENTURE™, CYCLE-VENTURE.COM™, COME ALONG FOR THE RIDE™, GET THE MOST OUT OF YOUR RIDE™, DON’T JUST GO FOR A RIDE – GO ON A CYCLEVENTURE™ and any and all logo, word script, and design versions thereof, in each case whether registrable or not, owned, or used by Cycleventure are trademarks of Cycleventure or its affiliates (the “Cycleventure Marks”). Other trademarks, service marks, graphics, and logos used in connection with THIS Site or any other Cycleventure Property may be the trademarks of their respective owners. You are not granted any right or license with respect to any of the foregoing trademarks, including Cycleventure Marks, or any use thereof.
13. Cycleventure Property.
(a) “Cycleventure Property” means this Site and any and all related: (i) Content, Services, and Cycleventure Marks; (ii) logos, designs, graphics, images, photographs, artwork, and other artistic works; (iii) editorial content, text, data, and other literary works (iv) musical works, performances, and other sounds; (v) videos and all audio-visual works; (vi) selections, arrangements, compilations, modifications, and enhancements of any of the foregoing (vii) software, including scripts and program code that may execute on this Site’s servers or that may be embedded or downloadable from individual web pages on this Site; (viii) the look and feel, architecture, interface, templates, layout, and web pages of this Site; and (ix) intellectual property rights in any of the foregoing.
(b) You acknowledge and agree that all Cycleventure Property is protected by copyright and owned by, or licensed to, Cycleventure and contains proprietary information and material that owned by Cycleventure or its affiliates or their respective licensors, and is protected by applicable law, including copyright law. Any and all copyrights in and to any Cycleventure Property, including the compilation of content, postings, links to other Internet resources, and descriptions of those resources and related software, are owned by Cycleventure and its affiliates and/or their respective licensors, who in each case reserve all their rights in law and equity.
(c) The use of any software or any part of Cycleventure Property, except as expressly permitted pursuant to these Terms of Use, is strictly prohibited and infringes on the intellectual property rights of Cycleventure and others and may subject you to civil and criminal penalties, including monetary damages, for copyright infringement.
(d) Notwithstanding any other provision of these Terms of Use, Cycleventure and its licensors reserve the right to change, suspend, remove, or disable access to any Cycleventure Property at any time without notice. You acknowledge and agree that, in no event will Cycleventure be liable for making any such changes. Cycleventure may also impose limits on the use of or access to certain features or portions of Cycleventure Property, in any case and without notice or liability.
(e) To seek permission in respect of any activity involving Cycleventure Property that is not expressly permitted by these Terms of Use, please contact us via the Contact Us page of this Site.
14. Prohibited Activities. You may not access this Site or any other Cycleventure Property in any way or for any purpose that is unlawful or that contravenes these Terms of Use. Unless and only to the extent otherwise expressly permitted in any other agreement between you and Cycleventure, you will not access or use any Cycleventure Property for any purpose that is outside the scope of the Permitted Uses or that violates the rights of Cycleventure, any Cycleventure personnel, or any other person. Without limiting the foregoing, unless and only to the extent otherwise expressly permitted in any other agreement between you and Cycleventure, you will not, directly or indirectly, on your own or with any other person, in any manner whatsoever:
(a) exploit any Cycleventure Property (in whole or in part), including by trespass or burdening network capacity;
(b) reproduce any Cycleventure Property (in whole or in part) in any form or by any means;
(c) make available, distribute, display, post, disseminate, publish, republish, transmit, re-transmit, communicate to the public, or broadcast any Cycleventure Property (in whole or in part);
(d) create derivative works of, modify, translate, select, arrange, merge, compile, or otherwise combine with other data or other content or frame from or on another website any Cycleventure Property (in whole or in part);
(e) scrape, whether by way of screen scraping or database scraping, any Cycleventure Property (in whole or in part) or engage in any other activity intended to collect, store, reorganize, summarize, or manipulate any Cycleventure Property (in whole or in part), whether by an automatic program or a manual process;
(f) sell, licence, sublicence, transfer, rent, lease, loan, or engage in any other commercial transaction relating to any Cycleventure Property (in whole or in part) or any reproduction of all or any portion thereof in any medium;
(g) decompile, disassemble, reverse engineer, or otherwise exploit any Cycleventure Property (in whole or in part), its architecture or the underlying software or code;
(h) sell, licence, sublicence, transfer, rent, lease, loan, or engage in any other commercial transaction relating to any Cycleventure Property (in whole or in part) or any reproduction of all or any portion thereof in any medium;
(i) dilute, tarnish, or otherwise harm the Cycleventure brand or reputation in any way, including through unauthorized use of any Cycleventure Property, registering or using Cycleventure or derivative terms in domain names, trade names, trademarks, or other source identifiers, or registering or using domain names, trade names, trademarks, or other source identifiers that closely imitate or are confusingly similar to Cycleventure’s domains, trademarks, taglines, promotional campaigns, or any other Cycleventure Property;
(j) access or use this Site or any other Cycleventure Property (in whole or in part) in any way or for any purpose that violates applicable law or any of the terms and conditions of these Terms of Use;
(k) access or use this Site or any other Cycleventure Property (in whole or in part) for any purpose that violates the rights of Cycleventure or any other Person;
(l) access or use any portion of this Site or other Cycleventure Property that is not expressly authorized for use by you;
(m) access or use this Site or any Cycleventure Property (in whole or in part) for any purpose or in any manner that falsely implies the endorsement of Cycleventure, a partnership with Cycleventure, or otherwise misleads others as to your affiliation or relationship with Cycleventure;
(n) use this Site (in whole or in part) in the operation of a service bureau or process or permit to be processed the information or data of any person;
(o) copy, store, or otherwise access or use any information, including personal information of any other person, contained on or accessible by way of this Site in any way that is inconsistent with applicable law or our Privacy Policy or that otherwise violates the privacy rights of any person;
(p) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, or sexual orientation or otherwise engage in any violent, harmful, abusive or disruptive behavior;
(q) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Cycleventure or any person for or on behalf of Cycleventure to protect this Site;
(r) take any action that damages or adversely affects or could damage or adversely affect the performance or proper functioning of this Site or any associated software; or
(s) violate or infringe any person’s rights (including intellectual property rights) or otherwise cause harm, injury, illness, or death to any person or any losses or damages to any tangible or intangible property.
15. Privacy. For information about how Cycleventure collects, uses, and shares your personal information, please review our Privacy Policy.
16. DISCLAIMER REGARDING MEDICAL AND PROFESSIONAL ADVICE. YOU ACKNOWLEDGE AND AGREE THAT:
(a) THIS SITE AND THE CONTENT AND SERVICES, INCLUDING IN TRAINING PROGRAMS INCLUDED THEREIN, ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. CYCLEVENTURE IS NOT A HEALTH CARE PRACTITIONER AND HAS NO EXPERTISE IN DIAGNOSING, EXAMINING, OR TREATING MEDICAL CONDITIONS OF ANY KIND, OR IN DETERMINING THE EFFECT OF ANY SPECIFIC EXERCISE OR TREATMENT ON A MEDICAL CONDITION. CYCLEVENTURE IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL OR PSYCHOLOGICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU ARE RESPONSIBLE FOR YOUR OWN HEALTH, DIET RESEARCH, AND DECISIONS. THEREFORE, CYCLEVENTURE REQUIRES THAT YOU CONSULT WITH YOUR PHYSICIAN OR HEALTH CARE PRACTITIONER BEFORE USING THIS SITE OR THE SERVICES, DIETING, MAKING ANY PERSONAL HEALTH DECISIONS, OR FOLLOWING ANY TRAINING INSTRUCTIONS YOU RECEIVE THROUGH THIS SITE OR ANY CONTENT OR THE SERVICES OR PARTICIPATING IN ANY EVENT ANNOUNCED BY WAY OF THIS SITE. YOU REPRESENT AND WARRANT AND CERTIFY THAT YOU ARE A HEALTHY INDIVIDUAL OR HAVE RECEIVED CONSENT FROM YOUR PHYSICIAN TO PARTICIPATE IN THE PROGRAMS, WORKOUTS, AND EXERCISES IN WHICH YOU PARTICIPATE IN CONNECTION WITH THIS SITE, THE CONTENT AND THE SERVICES. YOU SHOULD UNDERSTAND THAT WHEN PARTICIPATING IN ANY EXERCISE OR EXERCISE PROGRAM, THERE IS THE POSSIBILITY OF PHYSICAL INJURY OR DEATH.
(b) CYCLEVENTURE WILL NOT BE RESPONSIBLE OR LIABLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CYCLEVENTURE DISCLAIMS, THE ACCURACY, RELIABILITY, EFFECTIVENESS, OR CORRECT USE OF INFORMATION YOU RECEIVE BY WAY OF THIS SITE OR THE SERVICES, OR ANY HEALTH PROBLEMS THAT MAY RESULT FROM THIS SITE, THE CONTENT, THE SERVICES, ANY TRAINING PROGRAMS, PRODUCTS, OR EVENTS YOU LEARN ABOUT THROUGH THIS SITE OR CYCLEVENTURE. IF YOU ENGAGE IN ANY EXERCISE PROGRAM YOU RECEIVE THROUGH THIS SITE, YOU AGREE THAT YOU DO SO AT YOUR OWN RISK AND ARE VOLUNTARILY PARTICIPATING IN SUCH ACTIVITIES. YOU ARE ENCOURAGED TO CONSULT WITH YOUR HEALTH CARE PROVIDER WITH ANY QUESTIONS OR CONCERNS YOU MAY HAVE REGARDING ANY HEALTH CONDITION.
(c) ATTENTION: NOT ALL WORKOUT ROUTINES, EXERCISES AND/OR ACTIVITIES ARE SUITABLE FOR EVERYONE. ALWAYS CONSULT A PHYSICIAN BEFORE STARTING A WORKOUT PROGRAM, CHANGING YOUR WORKOUT ROUTINE, OR CHANGING YOUR DIET. IF YOU FEEL DISCOMFORT OR PAIN, YOU MUST DISCONTINUE ANY EXERCISE AND CONSULT A MEDICAL EXPERT.
17. DISCLAIMERS. YOU ACKNOWLEDGE AND AGREE THAT:
(a) THIS SITE AND ANY AND ALL CONTENT AND SERVICES (INCLUDING ANY ANSWERS OR RESPONSES TO YOUR QUESTIONS PROVIDED BY US OR OTHER USERS BY WAY OF THIS SITE) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND WHATSOEVER;
(b) ACCESS TO, AND USE OF, THIS SITE OR ANY CONTENT OR SERVICES (INCLUDING ANY ANSWERS OR RESPONSES TO YOUR QUESTIONS PROVIDED BY US OR OTHER USERS BY WAY OF THIS SITE) IS ENTIRELY AT YOUR OWN RISK AND LIABILITY;
(c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CYCLEVENTURE DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND (WHETHER EXPRESS, IMPLIED, OR COLLATERAL) AND ANY AND ALL LIABILITY WITH RESPECT TO THIS SITE AND THE CONTENT AND ALL SERVICES (INCLUDING ANY ANSWERS OR RESPONSES TO YOUR QUESTIONS PROVIDED BY US OR OTHER USERS BY WAY OF THIS SITE), INCLUDING LIABILITY FOR NEGLIGENCE AND IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND RELATED RIGHTS, OR THAT THIS SITE OR THE CONTENT OR ANY SERVICE WILL MEET ANY PERSON’S NEEDS OR WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME OR WILL BE UNINTERRUPTED OR ERROR-FREE;
(d) CYCLEVENTURE WILL NOT BE RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY NEGLIGENCE OR ERRORS, OMISSIONS, OR INACCURACIES IN THIS SITE OR ANY CONTENT OR SERVICES (INCLUDING ANY ANSWERS OR RESPONSES TO YOUR QUESTIONS PROVIDED BY US OR OTHER USERS BY WAY OF THIS SITE);
(e) CYCLEVENTURE DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT THIS SITE OR ANY CONTENT OR SERVICES IS OR WILL BE COMPATIBLE WITH YOUR COMPUTER SYSTEMS OR DEVICES OR STATIONARY BIKE, ERROR-FREE, OR FREE OF VIRUSES, WORMS, TROJAN HORSES, DISABLING DEVICES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES OR HAS HARMFUL EFFECTS;
(f) CYCLEVENTURE WILL NOT BE RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, AND YOU ARE SOLELY RESPONSIBLE FOR, IMPLEMENTING APPROPRIATE SAFEGUARDS TO PROTECT THE SECURITY AND INTEGRITY OF YOUR COMPUTER SYSTEMS AND DEVICES AND YOUR STATIONARY BIKE AND THE ENTIRE COST OF ANY SERVICE, REPAIRS, OR CONNECTIONS OF AND TO YOUR COMPUTER SYSTEMS THAT MAY BE NECESSARY AS A RESULT OF YOUR USE OF THIS SITE OR ANY CONTENT OR SERVICES; AND
(g) CYCLEVENTURE WILL NOT BE RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY PROBLEM OR TECHNICAL MALFUNCTION OF ANY NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS, PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY CONNECTION OR COMMUNICATION BETWEEN YOU OR YOUR DEVICE OR STATIONARY BIKE AND THIS SITE OR CYCLEVENTURE, INCLUDING AS A RESULT OF OR ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ONLINE OR ON THE INTERNET OR THIS SITE OR ANY OTHER WEBSITE, OR ANY COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON’S COMPUTER OR DEVICE OR EXERCISE BIKE RELATED TO OR RESULTING FROM DOWNLOADING OR STREAMING ANY MATERIALS CONSISTENT WITH THIS AGREEMENT OR USE OF THIS SITE.
18. Violation of the Law. You acknowledge and agree that any attempt by you or on your behalf to deliberately damage this Site or any other website or links or to undermine the legitimate operation of this Site or any Content or Services may be a violation of criminal and/or civil laws and should such an attempt be made, Cycleventure reserves the right to seek damages from you to the maximum extent permitted by law.
19. Indemnity. You agree to indemnify, defend, and hold Cycleventure and its affiliates and their respective directors, officers, employees, personnel, contractors, subcontractors, agents, and representatives harmless from and against any and all actual, threatened or potential civil, criminal, administrative, regulatory, arbitral, or investigative claims, demands, allegations, actions, suits, investigations, or proceedings and any and all losses, liabilities, and damages (including taxes and related penalties) and related costs or expenses, including legal fees (on a full indemnity basis), and expenses and costs of litigation, settlement, judgement, appeal, interest and penalties (on a full indemnity basis) that may be suffered or incurred by any of them arising out of or as a result of or relating in any manner whatsoever to:
(a) any breach by you or on your behalf of these Terms of Use or any of your obligations pursuant to or in connection with these Terms of Use;
(b) Your Content;
(c) your reliance upon or any use of or any actions or omissions by you in reliance upon any Content or Services (in whole or in part), including any answers or responses to your questions provided by us or other Users by way of this Site;
(d) any loss of, damage to, or destruction of Cycleventure Property or the property of any other person;
(e) personal injury (including death) in connection with this Site, the Content, or Services to the extent caused by you; or
(f) your negligence, fraud, or criminal, willful, or intentional misconduct.
20. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS OF USE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CYCLEVENTURE OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, PERSONNEL, CONTRACTORS, SUBCONTRACTORS, AGENTS, OR REPRESENTATIVES BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES, TANGIBLE OR INTANGIBLE HARM, IRREPARABLE HARM, LEGAL FEES, OR ANY LOSS OF ANY KIND WHATSOEVER, OR OTHER LIABILITIES, WHETHER OR NOT CYCLEVENTURE OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, PERSONNEL, CONTRACTORS, SUBCONTRACTORS, AGENTS, OR REPRESENTATIVES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS, RESULTING FROM THE USE OF, OR THE INABILITY TO MAKE USE OF, THIS SITE OR ANY CONTENT OR SERVICES.
21. Injunctive and Equitable Relief. You acknowledge and agree that:
(a) your compliance with your obligations pursuant to these Terms of Use is necessary to protect personal information and/or the intellectual property, confidential information, proprietary information, business, goodwill, and/or proprietary interests of Cycleventure and its affiliates and third parties;
(b) your breach of any such obligations will give rise to irreparable harm or injury to Cycleventure that will not be adequately compensable with monetary damages;
(c) Cycleventure may, in addition to any other remedy, enforce the performance of these Terms of Use by way of equitable relief, including interim, interlocutory and/or final injunctive relief, specific performance, or such other and further relief as a court may deem just and proper, upon application to a court of competent jurisdiction without proof of actual damages, without a requirement that a finding of irreparable harm or other criteria for the awarding of injunctive relief be made, and without the requirement of posting a bond or other security; and
(d) notwithstanding that damages may be readily quantifiable, you will not plead sufficiency of damages as a defence in any such proceeding.
22. Entire Agreement. These Terms of Use, together with our Privacy Policy and any agreements, documents, and instruments entered into between you and Cycleventure, constitute the entire agreement between Cycleventure and you pertaining to the subject matter thereof and supersede all prior communications, proposals, agreements, or understandings, whether electronic, oral, or written, between you and Cycleventure with respect to this Site or any Content or Services or Cycleventure Property. Except as and only to the extent otherwise expressly provided in these Terms of Use, there are no representations, warranties, conditions, other agreements, or acknowledgements, whether direct or collateral, express or implied, that form part of or affect these Terms of Use.
23. Headings. The division of these Terms of Use into Articles and Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of these Terms of Use. The terms “these Terms of Use”, “hereof”, “hereunder”, and similar expressions refer to these Terms of Use and not to any particular Article, Section or other portion of these Terms of Use and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references in these Terms of Use to Articles and Sections are to Articles and Sections of these Terms of Use.
24. Extended Meanings. In these Terms of Use, unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders and the terms “include” and “including” will also mean “include without limitation” and “including without limitation” respectively.
25. Statute References. Any reference in these Terms of Use to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated, or re-enacted from time to time.
26. Assignment. Neither these Terms of Use nor any of the rights or obligations pursuant hereto may be assigned, transferred, or delegated by you without the prior written consent of Cycleventure. Cycleventure may without restriction assign, transfer, or delegate these Terms of Use and any rights and obligations hereunder, at its sole discretion, to any person without notice to you.
27. Waiver. The waiver by Cycleventure of a breach or default of any provision of these Terms of Use by you or any delay or omission on the part of Cycleventure to exercise or avail itself of any of its rights, remedies, powers, or privileges will not be effective unless in writing and will not be construed as a waiver of any succeeding breach of the same or any other provision of these Terms of Use.
28. Severability. In the event that any provision (or any portion of a provision) of these Terms of Use will for any reason be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability will not affect any other provision of these Terms of Use and these Terms of Use will be construed as if such invalid, illegal, or unenforceable provision (or portion of a provision) had never been contained in these Terms of Use in regards to that particular jurisdiction.
29. Relationship. Nothing in these Terms of Use or your use of this Site or any Content or Services will be deemed to constitute either party hereto as an agent, representative, or employee of the other party or both parties as joint venturers or partners for any purpose.
30. No Third Party Rights. These Terms of Use do not and are not intended to confer any rights or remedies upon any person other than Cycleventure and you.
31. Governing Law. The interpretation, validity, effect, and enforcement of these Terms of Use, and any and all disputes arising out of or in connection with these Terms of Use, or in respect of any legal relationship associated with or derived from these Terms of Use, will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law. For greater certainty, these laws apply to the access and use of this Site, the Content, the Services and Cycleventure Property by you, notwithstanding your domicile, residency, or physical location, or the location of Cycleventure office or any Cycleventure personnel with whom you may communicate or deal. The United Nations Convention on Contracts for the International Sale of Goods (CISG) or any similar or successor convention or law, will not be applied to these Terms of Use or any transactions conducted pursuant to this Site. This Site and the Content are intended for use only in jurisdictions where they may be lawfully provided for use.
32. International Use. This Site is controlled and operated from Canada. If you access this Site, the Content, or the Services, in whole or in part, from a location outside Canada, you do so on your own initiative and are responsible for compliance with all applicable laws of your jurisdiction. Cycleventure makes no representation that this Site, the Content or the Services are appropriate or available for use in locations outside Canada and accessing them from territories where their contents are illegal is prohibited. Those who choose to access and use this Site, the Content, and the Services from other locations do so on their own initiative and are responsible for compliance with local laws.
33. Choice of Forum. You hereby unconditionally and irrevocably consent and agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario in any action or proceeding involving this Site, the Content, the Services, or Cycleventure Property and waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court.
34. Jury Trial Waiver. Each of Cycleventure and you acknowledge and agree that, to the maximum extent permitted by applicable law, each of you and Cycleventure waive the right to a trial by jury in respect of any and all disputes arising from or in connection with these Terms of Use or the Site.
35. Admissibility. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or arbitral proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
36. Contact Us. If you have any questions regarding these Terms of Use, please contact us via the Contact Us page of this Site.