Website Terms of Use

LAST UPDATE: 1/23/2023
THIS WEBSITE IS OWNED AND OPERATED BY ICM HOLDCO III CORP. (D/B/A
CIMSENSE), ITS AFFILIATES AND ITS RELATED ENTITIES ("CIMSENSE", "WE",
“OUR” AND "US"). ACCESS AND USE OF THIS WEBSITE AND ITS RELATED
SERVICES AND WEB PAGES (COLLECTIVELY, THE "SITE") ARE PROVIDED BY
CIMSENSE TO YOU ON CONDITION THAT YOU ACCEPT THESE TERMS OF USE,
AND BY ACCESSING, BROWSING, OR OTHERWISE USING THIS SITE, YOU
AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO ACCEPT AND
ABIDE BY THESE TERMS OF USE YOU SHOULD NOT ACCESS OR USE THIS
SITE.
These Terms of Use, the Privacy Policy and all other documents referenced herein
govern the relationship between you, the Site visitor ("you" or “your”) and CIMSense
with respect to your use of this Site. You agree that the agreement formed by these
Terms of Use is like any written negotiated agreement signed by you, and you agree to
be bound by, and fully comply with, its terms. You represent and warrant that you have
all necessary right, power and authority to enter into this agreement and to perform and
otherwise discharge all of your obligations hereunder, whether on behalf of yourself or
any entity that you represent.
We reserve the right at any time to change: (i) these Terms of Use; (ii) this Site,
including terminating, eliminating, supplementing, modifying, adding, or discontinuing
any content or feature or data or service on or available through this Site or the hours
that they are available; (iii) the equipment, hardware or software required to use and
access this Site, and (iv) prices for items available on the Site. We shall not be liable to
you or any third party for any modification, price change, suspension, or discontinuance
of the Site, or any items available on the Site.
Any changes we make to these Terms of Use will be effective immediately upon notice,
which we may provide by any means including, without limitation, posting on this Site.
Your continued use of this Site after such notice will be deemed acceptance of such
changes. Be sure to return to this Site periodically to ensure you are familiar with the
most current version of these Terms of Use.
You may not interfere with the security of, or otherwise abuse this Site or any system
resources, services or networks connected to or accessible through this Site. You may
only use this Site for lawful purposes and are prohibited from using this Site in a manner
that is contrary to or in violation of these Terms of Use.

1. JURISDICTION

If you are residing in a jurisdiction that restricts the ability to enter into agreements such
as set out in these Terms of Use, you may not enter into this agreement or use this Site.
Furthermore, if you are residing in a jurisdiction where it is forbidden by law to
participate in the activities or services offered by this Site, you may not enter into this
agreement or use this Site. By using this Site, you are explicitly stating that you have
verified in your own jurisdiction if your use of this Site is allowed.
We make no—and you acknowledge that we make no—representation that materials on
this Site are appropriate or available for use in all locations. Those who choose to
access the Site do so on their own initiative and at their own risk, and are responsible
for compliance with local laws, if and to the extent local laws are applicable.
We reserve the right to limit the availability of the Site, materials, or other items
described or offered thereon to any person, geographic area, or jurisdiction we so
desire, at any time and in our sole discretion, and to limit the quantities of any such
services, materials, or other item provided.

2. GENERAL CONDITIONS AND DISCLAIMERS

We reserve the right to refuse service and/or access to the Site to anyone at any time.
CIMSense shall have no liability for interruptions or omissions in Internet, network or
hosting services and does not warrant that the Site or the services which make this Site
available or electronic communications sent by CIMSense will be available and free
from viruses or any other harmful elements.
Any material downloaded or otherwise obtained through the use of this Site is done at
your own discretion and risk. You are and will be solely responsible for any damage to
your computer system or loss of data that results from the download of any such
material.
Occasionally there may be information on our Site that contains typographical errors,
inaccuracies or omissions that may relate to item descriptions, pricing, promotions,
offers, shipping charges, transit times and availability. We reserve the right, but are not
obligated, to correct any errors, inaccuracies or omissions, and to change or update
information or cancel orders if any information in the Site or on any related website is
inaccurate at any time without prior notice (including after you have submitted your
order).
Notwithstanding the above, we undertake no obligation to update, amend or clarify
information in the Site or on any related website, including without limitation, pricing
information, except as required by law. No specified update or refresh date applied in
the Site or on any related website, should be taken to indicate that all information in the
Site or on any related website has been modified or updated.

3. PRIVACY

CIMSense is committed to respecting the privacy of the personal information of the
individuals with whom we interact. We have developed a Privacy Policy to describe our
privacy practices and how we collect, use and disclose the personal information of
those individuals who visit this Site. Please see our Privacy Policy for further
information.

4. PERSONAL USE ONLY

This Site is only for personal or internal business use. You may not use this Site in any
way that is unlawful, that violates these Terms of Use, or that harms us or any other
person or entity, as determined in our sole discretion.
5. USER ACCOUNTS AND ACCURACY OF INFORMATION
All of the information You provide to CIMSense or that we collect from you in connection
with your use of the Site will be governed by these Terms of Use and our Privacy Policy.
You agree at all times to: (i) provide accurate, current and complete information about
yourself as prompted by our registration form or otherwise; and (ii) maintain and update
your information (including your e-mail address) to keep it accurate, current and
complete. You acknowledge that, if any information provided by you is untrue,
inaccurate, not current or incomplete, We may terminate your account and your ability
to use this Site and, in our sole discretion, to report you to the appropriate authorities.

6. JOB APPLICANTS

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7. USER RESPONSIBILITIES

The Site’s content is prohibited from being copied, reproduced, downloaded, distributed,
modified, republished, uploaded, licensed, adopted, adapted, posted, or transmitted in
any way, except as may be otherwise explicitly permitted by us in writing. You agree not
to engage in such activities, nor to create any kind of derivative works from or exploit
the content of the Site in any way.
You represent and warrant that: you will perform under these Terms of Use in
compliance with all applicable laws and regulations; you are not (i) located in a country
subject to a U.S. Government embargo, or designated by the U.S. Government as a
“terrorist supporting” country, or (ii) listed on any U.S. Government list of prohibited or
restricted parties; and all information you provide in connection with your access to or
use of the Site is true, accurate, and complete to the best of your knowledge and belief.
You will NOT, and you will NOT allow any third party to:
a. Use the Site in a manner other than as expressly permitted by these Terms of
Use;
b. Use the Site for any purpose or in any manner that is unlawful or prohibited by
these Terms of Use, including for any commercial purpose;
c. Delete, obscure, or change any copyright, trademark, or other proprietary
designations, notices, or markings in or on the Site;
d. Translate, merge, adapt, update, modify, reconfigure, reverse-engineer,
disassemble, decompile, prepare any derivative works of, discover the underlying
ideas behind, or discover the source code of the Site, or combine the Site or any
part thereof with any other computer code, programs, materials, or services;
e. Copy, reproduce, display, duplicate, sell, publish, disclose, post, license, rent, or
distribute the Site or any part thereof;
f. Use the Site, including, without limitation, any Site content, in any way that
infringes on or violates the rights of any other person or entity, including, without
limitation, any patent, trademark, trade secret, copyright, other intellectual
property rights, privacy rights, and publicity rights;
g. Commit fraud or falsify information in connection with your use of the Site;
h. Work around any of the technical limitations of the Site or use any tool to enable
features or functionalities that are otherwise disabled in the Site;
i. Perform or attempt to perform any actions that would interfere with the proper
working of the Site, prevent access to or use of the Site by other users, or
impose an unreasonable or disproportionately large load on our infrastructure;
j. Engage in activities that aim to render the Site or associated services inoperable
or make their use more difficult;
k. Attempt to disable, damage, overburden, impair or gain unauthorized access to
the Site or our servers;
l. Engage in data mining or similar data gathering or extraction activities or retrieve
data or other content from the Site (including, without limitation, using spiders,

robots, indexing agents, and screen scrapers) for purposes of creating or
compiling that content for any purpose;
m. Harvest or otherwise collect or store personal information about other users of
the Site, including, for example, email addresses, without the express consent of
such users;
n. Post, transmit, input, upload, or otherwise provide any information or materials
that contain any viruses, worms, Trojan horses, logic bombs, time bombs,
cancelbots, malware, ransomware, adware, or other harmful computer code or
programming routines;
o. Impersonate or attempt to impersonate any person or entity other than yourself,
falsely state or otherwise misrepresent your identity or status, misrepresent your
affiliation with a person or entity, create a false identify, or hide your true identity;
nor
p. Send, post, or transmit any unsolicited messages, chain letters, spam, or junk
mail using the Site, or attempt to collect personal information about third parties
without their knowledge or consent.
CIMSense may, at any time and for any reason, in its sole discretion, and without notice
or liability, suspend, deactivate, or terminate your access to or use of the Site, and may
terminate these Terms of Use, including, without limitation, if you breach these Terms of
Use or any other applicable agreement or if you act in a manner inconsistent with
applicable laws or regulations.

8. CODE OF CONDUCT

You agree that you will not attempt to, nor permit any third party to, enter restricted
areas of CIMSense's computer systems, or perform functions that you are not
authorized to perform pursuant to these Terms of Use. While using this Site you agree
to comply with all applicable laws, rules, and regulations (including, but not limited to,
export/import laws and laws relating to privacy, obscenity, copyright, trademark,
confidential information, trade secret, libel, slander, or defamation). You shall not
interfere with or disrupt the Site, our servers or our networks, or take any action that
imposes unreasonably or disproportionately large load on our infrastructure.
9. COPYRIGHT INFRINGEMENT
If you know or suspect that any of the materials on the Site have been used or copied in
a way that constitutes copyright infringement, please send notice to our designated
agent identified below. According to the U.S. Digital Millennium Copyright Act, 17
U.S.C. § 512(c)(3), your notice must comply with the following requirements:

 A physical or electronic signature of the copyright owner or person authorized to act
on behalf of the owner of an exclusive right that is allegedly infringed;
 Identification of the copyrighted work claimed to have been infringed, or, if multiple
copyrighted works at a single online site are covered by a notification, a
representative list of such works at that site;
 Identification of the material that is claimed to be infringing or to be the subject of
infringing activity and that is to be removed or access to which is to be disabled, and
information reasonably sufficient to permit us to locate the material;
 Information reasonably sufficient to permit us to contact you, such as address,
telephone number, and, if available, an electronic mail address at which you may be
contacted; A statement by you that you have a good faith belief that use of the material in the
manner complained of is not authorized by the copyright owners, its agent or the
law; and A statement that the information in the notification is accurate and under penalty of
perjury, that you are the copyright owner or authorized to act on behalf of the owner
of an exclusive right that is allegedly infringed.
The designated agent for notice of copyright infringement claims may be reached as
follows: Mark Reeves.
The preceding information is provided exclusively for notifying us that your copyrighted
material may have been infringed. All other inquiries, such as questions related to items
available for purchase on the Site and requests or concerns regarding improper content,
will not receive a response through this process.

10. AVAILABILITY

While we endeavor to keep downtime to a minimum, we cannot promise that this Site
will be uninterrupted, secure, or error-free. We reserve the right to interrupt or suspend
this Site, or any part thereof, with or without prior notice for any reason and you shall not
be entitled to any refunds of fees for interruption of this Site.

11. CURRENCY OF WEBSITE

CIMSense updates the information on this Site periodically. However, CIMSense
cannot guarantee or accept any responsibility or liability for the accuracy, currency, or
completeness of the information on this Site. CIMSense may revise, supplement or
delete information, services and/or the resources contained in this Site and reserves
the right to make such changes without prior notification to past, current or prospective
visitors.

12. LINKED WEBSITES AND LINKING TO THIS SITE

This Site may provide links to third party websites for your convenience only. The
inclusion of these links does not imply that CIMSense monitors or endorses these
websites or their respective practices. CIMSense does not accept any responsibility for
such websites. CIMSense 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 the reliance upon any information, content, goods or services available on or through
any third party websites or linked resources. These Terms of Use and our Privacy
Policy do not apply to your use of any third party websites, so be sure to review any
applicable terms and policies of third party sites.
If you operate a website and wish to include a link to the Site: the link must be clearly
marked; the link and its use must be in connection with a website of appropriate subject
matter; the link and its use must not, nor have the potential to, damage or dilute the
goodwill associated with CIMSense’s names or trademarks; and the link and its use
must not create the false appearance that any content, program, person, or entity is
associated with, affiliated with, sponsored by, or endorsed by CIMSense. We reserve
the right to revoke consent to link to the Site at any time in our sole discretion, whether
by amending these Terms of Use or through other notice.
13. INTERNET SOFTWARE OR COMPUTER VIRUSES
Due to technical difficulties with the Internet, Internet software or transmission problems
could produce inaccurate or incomplete copies of information contained on this Site.
Due to the ability to share certain content and materials, computer viruses or other
destructive programs may also be inadvertently downloaded from this Site.
CIMSense shall not be responsible or liable for any software, computer viruses or other
destructive, harmful, or disruptive files or programs that may infect or otherwise impact
your use of your computer equipment or other property on account of your access to,
use of, or browsing on this Site or your downloading of any user materials or other
content from this Site. CIMSense recommends that you install appropriate anti-virus or
other protective software.

14. OWNERSHIP AND OUR MATERIALS

This Site is owned and operated by CIMSense in conjunction with others pursuant to
contractual arrangements.
Unless otherwise specified, all materials appearing on this Site, including the text, site
design, logos, graphics, icons, and images, as well as the selection, assembly, and
arrangement thereof, are the sole property of CIMSense and its licensors and/or its
suppliers. Any unauthorized use of any trademarks, trade dress, copyrighted materials,
or any other intellectual property rights or goodwill belonging to or of CIMSense or any
third party is prohibited and may be prosecuted to the fullest extent of the law. No
licenses, express or implied, are granted by CIMSense to you under any patent,
copyright, trademark, trade secret, or other intellectual property right of CIMSense and
all such rights are reserved and retained by CIMSense. ALL RIGHTS RESERVED.
CIMSense may make certain content, software or other electronic materials (including
all files, text, URLs, video, audio and images contained in or generated by such
materials, and accompanying data) (collectively " CIMSense Materials") available to you
from this Site, from time to time. If you download or use CIMSense Materials, you
agree that such materials are licensed for your limited personal use only and not sold or
assigned and: (i) may only be used for your personal and non-commercial use, (ii) may
not be modified, used to create a derivative work, incorporated into any other work or
otherwise exploited without CIMSense's prior written permission, and (iii) shall only be
used in compliance these Terms of Use and with any additional license terms
accompanying such materials. CIMSense does not transfer either the title or the
intellectual property rights to the CIMSense Materials and retains full and complete title
to the CIMSense Materials as well as all intellectual property rights therein. You agree
not to sell, share, redistribute, or reproduce the CIMSense Materials. You further agree
not to decompile, reverse-engineer, disassemble, or otherwise convert any compiled
CIMSense Materials into a human-perceivable form. CIMSense or its licensors own all
related trademarks and logos, and you agree not to copy or use them in any manner.
All rights not expressly granted herein are reserved by CIMSense. Any unauthorized
use of the materials appearing on this Site may violate copyright, trademark and other
applicable laws and could result in criminal or civil penalties.
This Site, (including its organization and presentation and CIMSense Materials) is the
property of CIMSense and its licensors and may be protected by intellectual property
laws including laws relating to copyrights, trade-marks, trade-names, internet domain
names and other similar rights.

16. DISCLAIMER OF WARRANTIES

THIS SITE, THE SERVICES CIMSENSE PROVIDES, AND THE CIMSENSE
MATERIALS ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT
REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
ACCURACY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. CIMSENSE
DOES NOT REPRESENT OR WARRANT THAT THIS SITE, THE SERVICES, THE
PRODUCTS, OR THE CIMSENSE MATERIALS WILL MEET YOUR REQUIREMENTS
OR THAT THEIR USE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.
SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED
WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WHEN
THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR
ENTIRETY, THEY WILL BE LIMITED TO THE SHORTEST DURATION PERMITTED
BY LAW AND WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE-TO-STATE.
17. LIMITATION OF LIABILITY
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THIS SITE AND THE
CIMSENSE MATERIALS INCLUDING WITHOUT LIMITATION ANY OF THE
INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL
CIMSENSE OR ANY OF ITS SUPPLIERS, LICENSORS, DIRECTORS, OFFICERS,
EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY
DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR
OTHER SIMILAR DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF
PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER
PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION,
SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THESE TERMS OF
USE, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON,
ACCESS TO, OR EXPLOITATION OF THIS SITE, THE CIMSENSE MATERIALS OR
ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF
WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER
THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE),
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. SOME
STATES AND JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR
EXCLUSION OF LIABILITY, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT
APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO
THE MAXIMUM EXTENT PERMITTED BY LAW.

18. INDEMNIFICATION

You agree to, upon request, defend, indemnify and hold us harmless from any and all
liabilities, claims, losses and expenses, including attorneys' fees, which arise directly or
indirectly from, or relate to: (1) any breach of these Terms of Use for which you are
responsible; (2) your use of this Site; or (3) your violation, infringement, or
misappropriation of the rights of any party, including without limitation, any such party’s
intellectual property, proprietary, privacy or other rights of any party. CIMSense
reserves, and you grant to us, the right, at its own expense, to assume the exclusive
defense and control of any matter otherwise subject to indemnification by you, and you
shall not in any event settle any such matter without the prior written consent of
CIMSense. This indemnification section will survive any termination or expiration of
these Terms of Use.
19. CONTACTING CIMSENSE
If you need to contact us regarding this Site or these Terms of Use, please e-mail us at
support@can-am.net or write us at 2851 Brighton Road Oakville, ON L6H 6C9. You
can also contact us via telephone at 905-829-0030.

20. MISCELLANEOUS

These Terms of Use are governed by and construed in accordance with the laws of the
State of New York and the United States of America, without regards to their respective
principles of conflicts of law. You agree to the exclusive personal jurisdiction by the
federal and state courts located in the State of New York, United States of America, in
any matter arising from or related to these Terms of Use and your use of the Site and
you waive any jurisdictional, venue, or inconvenient forum objections to such courts.
If any provision of these Terms of Use is found to be unlawful, void, or for any reason
unenforceable, then that provision shall be deemed severable from these Terms of Use
and shall not affect the validity and enforceability of any remaining provisions.
Any provisions of these Terms of Use that are intended to survive termination
(including, for example, any provisions regarding indemnification and limitation of our
liability) will continue in effect beyond any termination of these Terms of Use or of your
access to or use of the Site.

These Terms of Use set out the entire agreement between us relating to the subject
matter herein and supersede any and all prior or contemporaneous written or oral
agreements between us. These Terms of Use are not assignable, transferable or sub-
licensable by you except with CIMSense’s prior written consent. These Terms of Use
provide only for the use of this Site. These Terms of Use shall not be construed as a
teaming, joint venture, or other such arrangement, unless the parties expressly and
explicitly execute an agreement to that effect. No waiver by either party of any breach
or default hereunder shall be deemed to be a waiver of any preceding or subsequent
breach or default. Any heading, caption or section title contained in these Terms of Use
is inserted only as a matter of convenience and in no way defines or explains any
section or provision hereof.