Terms of Use

Terms of Use

1. Introduction

These are the terms of use (“Terms of Use”) for your use of services or features on the site owned and
controlled by Miii MSP Corp. (“Miii MSP” or the “Company”), including miiimsp.com, (the “Site”). We may
add additional Sites from time to time as we expand our service offerings and these Terms of Use will
govern those new Sites when added. You may be accessing our Sites from a computer or mobile phone
device and these Terms of Use govern your use of our Sites and your conduct, regardless of the means of
access. You may be using our interactive services (“Interactive Services”), such as our Product Reviews,
our blog, and these Terms of Use govern your use of those Interactive Services.
We also like to interact with you on Third-Party sites where we post content or invite your feedback, such
as LinkedIn, Twitter and other social media (“Third-Party Sites”). Our Terms of Use and other areas of our
Sites provide guidelines (“Guidelines”) and rules and regulations (“Rules”) in connection with our Interactive
Services, including services that involve Third-Party Sites, but the Company does not control those ThirdParty Sites, and these Terms of Use, Guidelines and Rules do not apply to companies that the Company
does not own or control, or to the actions of people that the Company does not employ or manage. You
should always check the Terms of Use posted on Third-Party Sites.
By using the Sites, you signify your agreement to these Terms of Use, our Privacy Policy and our Guidelines
and Rules, whether or not you have read them. If you do not agree with any of these, you should not use
our Sites.
The Company reserves the right to change or modify any of the terms and conditions contained in the
Terms of Use, Guidelines and Rules from time to time, at any time, without notice, and in its sole discretion.
If the Company decides to change these Terms of Use, the Company will post a new version on the Sites
and update the date set forth above. Any changes or modifications to these Terms of Use, Guidelines or
Rules will be effective upon posting of the revisions. Your continued use of the Sites following posting of any
changes or modifications constitutes your acceptance of such changes or modifications and if you do not
agree with these changes or modifications, you must immediately cease using the Sites. For this reason,
you should frequently review these Terms of Use, Guidelines and Rules and any other applicable policies,
including their dates, to understand the terms and conditions that apply to your use of the Sites.

2. Copyright

All design, text, graphics, logos, button icons, images, audio and video clips, the selection and arrangement
thereof, and all software on the Sites are the exclusive property of the Company and are protected by
Canadian and international copyright and other intellectual property laws. The compilation (meaning the
collection, arrangement and assembly) of all content on the Sites is the exclusive property of the Company.
All software used on the Sites is the property of the Company or its software suppliers, including ThirdParty contractors and vendors. Permission is granted to electronically copy and to print in hard copy portions
of the Sites for the sole purpose of placing an order with the Company, using the Interactive Services or using
the Sites as a shopping resource. Any other use of materials on the Sites – including reproduction for
purposes other than those permitted above, modification, distribution, republishing, transmission, display or
performance – without the prior written permission of the Company is strictly prohibited.

3. Trademarks

Miiimsp.com and all page headers, custom graphics and button icons are service marks, trademarks, and/or
trade dress of the Company and may not be used in connection with any product or service that is not
offered by the Company in any manner that is likely to cause confusion among customers, or in any
manner that disparages or
discredits the Company. All other trademarks, product names and company names or logos cited herein
are the property of their respective owners.

5. Service Information

The services displayed on the Sites are applicable within Canada and the U.S. Reference to any services,
processes or other information by trade name, trademark, manufacturer, and supplier or otherwise does
not constitute or imply endorsement, sponsorship or recommendation thereof by the Company.

6. Responsibility for your Content

You are solely responsible for all content that you upload, post, email or otherwise transmit via or to the
Sites, through our Interactive Services or otherwise, including the submission of ratings and reviews and all
other data, profile information, documents, text, software, applications, graphics, messages, ratings, forum
postings, comments, questions, answers or other materials (collectively, “Content”).

7. Your Use of Content on the Sites and Limitation of Liability

The Company provides the Sites and the Interactive Services and all other applications and services on the
Sites as a forum only. The Company is not liable for any statements, representations, or Content provided
by its users in any public forum on the Sites or any Third-Party Site, including without limitation through the
interactive services. Any Content, if displayed, is displayed for entertainment and informational purposes only.
More generally, Content posted via or on the Sites or any Third-Party Site, including through the Interactive
Services, is not controlled by the Company. The Company makes no representation regarding and cannot
guarantee the accuracy, integrity or quality of such Content. You understand that by using the Interactive
Services, you may be exposed to Content that may be offensive, indecent or objectionable and the Company
shall not be liable for any such Content and harm or damage from the foregoing rests entirely with you. Under
no circumstances will the Company be liable in any way for any Content, including, but not limited to, for (i)
any errors or omissions in any Content; or (ii) any loss or damage (including, without limitation, personal injury
or property damage) of any kind incurred as a result of the use of any Content posted, emailed or otherwise
transmitted via or to the Sites or through the Interactive Services.
You may access the Content and any other content on the Sites only as permitted under these Terms of Use
and the Privacy Policy and you agree to not engage in the use, copying or distribution of any of the Content
other than as expressly provided herein.

You agree not to circumvent, disable or otherwise interfere with security-related features of the Site or
features that prevent or restrict use of any Content or enforce limitations on use of the Site or the Content
therein. You may not interfere with or disrupt the Sites, or servers or networks connected to the Sites, or
disobey any requirements, procedures, policies or regulations of networks connected to the Sites, including
by using any device, software or routine to bypass robot exclusion headers. The Company reserves all rights
not expressly granted in and to the Content.

8. Your Content Submissions

If and when submitting content, please consider the following guidelines:
Your content may be prohibited if it violates any of the following:
• Obscene language, language that may be viewed as being discriminatory or offensive, or any
language not appropriate for public viewing.
• Spam content, advertisements etc.
• Any material or content in which you do not have rights to or which is not
• Any personal contact information including, but not limited to, telephone number, email address,
social media information, physical addresses etc.
• Any negative, demeaning commentary of other review posts or the blogger.
By submitting Content to the Company, you represent and warrant that:
• You understand you may be participating in a public forum and that your Content may be available
to all other users of the Sites, the Interactive Services and potentially Third-Party Sites;
• You are the sole author and owner of the intellectual property and other rights thereto (or havethe
necessary licenses, rights, consents and permissions to use and authorize the Company to use all
intellectual property and other rights thereto to enable inclusion and use of the Content in the
manner contemplated by the Sites and these Terms of Use);
• All “moral rights” that you may have in such Content have been voluntarily waived by you and you
do not require that any personally identifying information be used in connection with the Content
that you submit, or any derivative works of or upgrades or updates thereto;
• All Content that you post is accurate;
• You are at least 13 years old and, if you are a minor, that you have obtained the consent of your
parent or legal guardian to use the Site and agree to these Terms of Use; and that ” use of the
Content you supply does not violate these Terms of Use and will not cause injury to any person or
You also represent and warrant that any Content you submit:
• Is not false, inaccurate or misleading;
• Does not harm minors;
• Does not infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights
of publicity or privacy of any person or entity;
• Does not violate any obligations you may have with respect to such Content under any law or under
contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and
confidential information learned or disclosed as part of employment relationships or under
nondisclosure agreements);
• Does not violate any law, statute, ordinance or regulation (including, but not limited to, those
governing export control, consumer protection, unfair competition, anti-discrimination or false
• Is not, or would not reasonably be considered to be, unlawful, harmful, defamatory, libelous, vulgar,
obscene, invasive of another’s privacy, hateful, racially or religiously biased or offensive, abusive,
tortious, threatening or harassing to any individual, partnership or corporation;
• Is not submitted for compensation or other consideration from any Third-Party; ” does not include
any information that references other websites, addresses, email addresses, contact information
or phone numbers;
• Complies in all respects with these Terms of Use, our Privacy Policy and all guidelines and rules;
• Is not unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain
letters,” “pyramid schemes,” or any other form of solicitation; and
• Does not contain any computer viruses, worms or other potentially damaging computer programs
or files.
• There may be a delay between the time Content is submitted and the time it is posted. The Company
reserves the right to (but has no obligation to) review any Content, remove any Content for any or
no reason and not to publish any Content for any or no reason.
The Company does not endorse any Content or any opinion, recommendation or advice expressed therein,
and it disclaims all liability with respect to the Content.
If your Content includes ideas, suggestions, documents or proposals to the Company through the Interactive
(a) such Content is not confidential or proprietary and the Company has no obligation of confidentiality,
express or implied, with respect thereto; (b) the Company may have something similar to that Content
already under consideration or development; and (c) you are not entitled to compensation, payment or
reimbursement of any kind for such Content from the Company under any circumstances unless you are
otherwise notified by the Company in writing. For any Content that you submit, you grant the Company a
worldwide, perpetual, irrevocable, royalty-free, sublicensable and transferable right and license to use,
reproduce, communicate, distribute, copy, modify, delete in its entirety, edit, adapt, publish, translate,
publicly display, publicly perform, use, create derivative works from and/or sell and/or distribute such
Content and/or incorporate such Content into any form, medium or technology whether now or hereafter
known throughout the world without compensation to you. This license will survive the termination of these
Terms of Use and your use of the Site.

9. Third-Party Content and Third-Party Sites

The Company may provide content of third parties (“Third-Party Content”) or links to Third-Party Sites as a
service to those interested in this information. The Company does not monitor, approve or have any control
over any Third-Party Content or the Third-Party Sites and the inclusion of links to Third-Party Content or
Third-Party Sites does not imply any association or relationship between the Company and such ThirdParty. 

The Company does not guarantee, endorse or adopt the accuracy or completeness of any ThirdParty Content or any Third-Party Site. 

The Company is not responsible for updating or reviewing Third-Party Content or Third-Party Sites. 

You use Third-Party Content and Third-Party Sites at your own risk. ThirdParty Content, including comments from Third-Party users submitted to the Company through theInteractive Services; do not necessarily reflect the views of the Company.

10. Mobile Services

If you access the Sites via your mobile phone, we do not currently charge for this access. Please be aware
that your carrier’s normal rates and fees, such as text messaging fees or data charges, will still apply.

11. Modification of Content

All Content that you submit is not confidential and may be used at the sole discretion of the Company. The
Company may or may not pre-screen Content. However, the Company and its designees will have the right
(but not the obligation) in their sole discretion to pre-screen, change, condense or delete any Content on
the Sites. In particular, the Company and its designees will have the right to remove any Content that it
deems, in its sole discretion, to violate the Guidelines, or any other provision of these Terms of Use or is
otherwise objectionable. The Company does not guarantee that you will have any recourse through the
Company to edit or delete any Content you have submitted. The Company reserves the right to incorporate
any Content you have submitted into any account you may have, now or in the future, as a registered user
of the Sites. Ratings and written comments are generally posted within two to four business days. However,
the Company reserves the right to remove or to refuse to post any submission for any reason. You
acknowledge that you, not the Company, are responsible for the contents of any Content you submit. None
of the Content that you submit shall be subject to any obligation of confidence on the part of the Company,
its agents, subsidiaries, affiliates, partners or third-party service providers and their respective directors,
officers and employees.

12. Reservation of Rights

The Company reserves the right, at any time, without notice and in its sole discretion, to terminate your
license to use the Interactive Services and the Sites and to block or prevent your future access to and use
of the Interactive Services and the Sites. The Company may access, preserve and disclose your account
information and Content if required to do so by law or in a good faith belief that such access, preservation
or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce these Terms of Use, (iii)
respond to claims that any Content violates the rights of third parties, (iv) respond to your requests for
customer service, or (v) protect the rights, property or personal safety of the Company (and its employees),
its users and the public.

13. Disclaimer

The Company is providing the Sites, their contents and the interactive services on an “as-is” basis and
makes no representations or warranties of any kind, express or implied, with respect to the operation of the
sites or interactive services, the information, content, materials or products, included on the sites or as part
of the interactive services. To the fullest extent permitted by law, The Company disclaims all such
representations and warranties, including without limitation implied representations, warranties or
conditions of or relating to accuracy, accessibility, fitness for a particular purpose, merchantability,
performance or durability, all of which are disclaimed by the Company to the fullest extent permitted by law.
In addition, the Company does not represent or warrant that the information accessible via the sites or the
interactive services is accurate, complete or current. Price and availability information is subject to change
without notice.

To the fullest extent permitted by law, the Company and its providers will never be liable to you or any other
person for any indirect, incidental, consequential, special, punitive or exemplary loss or damage arising
from, connected with, or relating to the Sites or this Agreement including but not limited to loss of data,
business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or
otherwise, or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other
theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without
limitation gross negligence and fundamental breach) by the Company or any person for whom it is
responsible, and even if the Company has been advised of the possibility of such loss or damage being

The exclusion of certain warranties and the limitation of certain liabilities are prohibited in some jurisdictions.
These statutory prohibitions may apply to you.
Every effort is made to keep the Sites up and running smoothly. However, the Company takes no
responsibility for, and will not be liable for, the Sites being temporarily unavailable due to technical issues
beyond our control.

14. Indemnification

You agree to defend, indemnify and hold harmless the Company (and its officers, directors, agents,
subsidiaries, joint ventures, employees and third-party service providers), from all claims, demands, losses,
liabilities, costs, expenses, obligations and damages of every kind and nature, known and unknown,
including reasonable legal fees, arising out of (a) your use of and access to the Sites and the Interactive
Services; (b) your violation of any term of these Terms of Use; (c) a breach of your representations and
warranties set forth above regarding Content; (d) your violation of any law or the rights of a Third-Party
(including, without limitation, any copyright, property or privacy right); or (e) any claim that any Content you
submitted caused damage to a Third-Party. This indemnification obligation will survive the termination of
these Terms of Use and your use of the Sites and the Interactive Services.

15. Applicable Law

Except to the extent that the laws of the Canadian province or territory in which you reside require that the
laws of such jurisdiction apply to these terms of Use, the laws of the Province of Alberta, Canada, will
govern these Terms of Use, without giving effect to any principles of conflicts of laws. The Company reserves
the right to make changes to the Sites and these Terms of Use at any time. Our Address –

16. Copyright Infringement

If you believe your work or content has been copied and posted to the Sites in a way that constitutes
copyright infringement, please provide the Company’s designated copyright agent with the information
referred to above, along with the following information:
• An electronic or physical signature of the person authorized to act on behalf of the owner of the
copyright interest;
• A description of your interest or right with respect to the copyright in the work or content; and
• The date and time of the commission of the claimed infringement;
• A description of where the material that you claim is infringing is located on the Sites;
• A statement by you that you have a good-faith belief that the disputed use is not authorized by the
copyright owner, its agent, or the law;
• Your name, address, telephone number and email address (if available); and
• A statement by you, made under penalty of perjury, that the above information in your notice is
accurate and that you are the copyright owner or are authorized to act on the copyright owner’s
In accordance with the applicable Canadian copyright law, the Company will provide notice electronically
to the subscriber who is responsible for posting the work or content that you are alleging infringes copyright.
The Company has the sole and absolute discretion to remove all purportedly infringing content from the
Sites. Please submit this information to pamela@miiimsp.com.

17. Fraud Protection Program

As part of our order processing procedures, we screen all received orders for fraud or other types of
unauthorized or illegal activity. We reserve the right to refuse to process an order due to suspected fraud
or unauthorized or illegal activity. If such is the case, we may reject your order or our Customer Service
department may call you at the phone number you provided (or use your email address) to confirm your
order. We also reserve the right to cancel any accounts or refuse to ship to certain addresses due to
suspected fraud or unauthorized or illegal activity. We take these measures to protect our customers as
well as ourselves from fraud or other unauthorized or illegal activity.

18. General

These Terms of Use, Terms of Sale and our Privacy Policy constitute the entire agreement between you
and the Company with respect to its subject matter. Except to the extent that the laws of the Canadian
province or territory in which you reside prohibit this choice of forum provision, any claim or dispute between
you and the Company that arises in whole or in part from the Sites or the Community shall be decided
exclusively by a court of competent jurisdiction located in York Region, Ontario. If any provision of these
Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall
not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and
effect. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such
term or any other term, and the Company’s failure to assert any right or provision under these Terms of
Use shall not constitute a waiver of such right or provision. It is the express wish of the parties that these
Terms of Use and all related documents be drawn up in English.

C’est la volonté expresse des parties que la présente entente ainsi que tous les documents y
afférant soient rédigés en anglais.