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TimexDirect.ca Business-to-Business Web Site User Agreement

Welcome to the Timex Business-to-Business web site (the "Site"). Timex Group Canada, Inc. owns and maintains this Site to supply and service the business needs of our retail customers. 

1. REGISTRATION AND USE OF SITE 
Your company ("User") must register with TimexDirect.ca to obtain access to this Site and related services. User must be engaged in retail sales and all merchandise purchases from TimexDirect.ca through this Site are for resale to retailer customers only. Consumers are prohibited from registering, using and purchasing merchandise from this Site. By obtaining an ID and password, User agrees to all terms and conditions governing set forth in this Agreement. If User does not agree to be legally bound by the terms and conditions of this Agreement, User must not register on or use this Site. 

Timex Group Canada, Inc. may modify this Agreement at any time by posting a modified Agreement on this Site. All modifications shall become effective immediately upon such posting on this Site. By logging-in and continuing to use this Site, User agrees that it has reviewed this Agreement, as modified, and shall be legally bound by the terms and conditions of this Agreement as so modified from time to time by TimexDirect.ca. If, at any time, the terms and conditions become unacceptable to User, User shall immediately discontinue use of this Site and promptly notify Timex Group Canada, Inc. Following receipt of such notice, Timex Group Canada, Inc. shall cancel User's ID and password, and User shall no longer have access to or use of this Site.
 
Timex Group Canada, Inc. reserves the right to accept or deny registration, terminate registration, suspend or terminate access, terminate accounts, refuse service, and/or reject or cancel orders in its sole discretion. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose except as expressly authorized by Timex Group Canada, Inc.. 

2. CONFIDENTIALITY 
User agrees to the following restrictions on the use of any information contained in this Site and/or communicated through this Site that is marked "Confidential" ("Confidential Information"): 

A. Obligation of Confidentiality 
Confidential Information may not be disclosed to any of the User's employees, contractors or agents or to any third party without Timex Group Canada, Inc.'s written consent, except that User may disclose Confidential Information to its officers, directors, employees, contractors, and agents (i) whose duties justify their need to know such Confidential Information, and (ii) who have been clearly informed of the obligation and agree to abide by the obligation to maintain the confidentiality of the Confidential Information. 

B. Protection of Confidential Information 
User shall use the same care to prevent disclosure of Confidential Information as User uses with respect to its own confidential information of a similar nature, which shall not in any case be less than the care a reasonable business person would use under similar circumstances. Without limiting the foregoing, User shall take reasonable action by instruction, agreement or otherwise with respect the User's employees or other persons permitted access to Confidential Information to cause them to comply fully with User's obligations under this Agreement with respect to the use, copying, protection and security of the Confidential Information. 

C. Permitted Use of Confidential Information 
User shall only use Confidential Information to further the commercial dealings between User and Timex Group Canada, Inc. and only as expressly permitted under this Agreement. 

D. Confidentiality Period 
Confidential Information is and shall continue to be subject to the terms of this Agreement for a period of three years after its is first accessed by User, even if the User ceases using this Site or doing business with Timex Group Canada, Inc.. 

E. Injunctive Relief 
User acknowledges that the disclosure by User of Confidential Information in a manner not authorized by this Agreement would be likely to cause immediate and irreparable damage that could not be fully remedied by monetary damages. User therefore agrees that Timex Group Canada, Inc. may specifically enforce this Agreement and may obtain preliminary or temporary injunctive or other equitable relief as may be necessary or appropriate to prevent such unauthorized disclosure without the necessity of proving actual damage by reason of any such violation or threatened violation of this Agreement. 

F. Exception 
Notwithstanding anything to the contrary set forth in this Agreement, User may disclose Confidential information to the extent required by applicable federal, provincial or local law, regulation, court order or other legal process, provided the User has given Timex Group Canada, Inc. prior written notice of the required disclosure and, to the extent reasonably practicable, has given Timex Group Canada, Inc. an opportunity to contest such required disclosure at Timex Group Canada, Inc.'s expense. 

3. SECURITY OF IDS AND PASSWORDS 
User is responsible for maintaining the security and confidentiality of IDs and passwords issued to User. User shall not permit unauthorized individuals to use the User's Ids and/or passwords to access this Site. User is responsible for the actions of any person using the User's IDs and passwords to access this Site. User agrees to defend, indemnify and hold harmless Timex Group Canada, Inc., its affiliates, and their respective officers, directors, employees and agents, from any claims, loses, damages, costs, expenses, fines and other liabilities arising out of or relating to (i) User's failure to maintain the security and confidentiality of its IDs and/or passwords or (ii) the unlawful use of this Site by User or any person who obtains access to the site using User's ID and/or password. 

4. VIRUSES AND SYSTEM INTEGRITY 
User agrees that it shall not use, post, transmit or introduce any device, software or routine that interferes or threatens to interfere with the operation of the Site, including but not limited to any virus, worm, cancerbolt, Trojan horse, or any other contaminating or destructive feature. User agrees to run anti-virus software before transmitting data to or through this Site. User may use any commercially available, industry recognized anti-virus software of the type that detects and disinfects viruses automatically without the need for User to execute virus scanning for each file manually. User must update its anti-virus software on a regular basis and in no event less often than once each calendar quarter. User shall not take any unauthorized action that imposes an unreasonable or disproportionately large load on the Site infrastructure. 

5. CONTENT 
A. Proprietary Rights in Content 
User acknowledges that the TimexDirect.ca Site contains content, including but not limited to data, text, images, graphics, logos, typefaces, icons, audio, video and software, and other material (collectively "Content") that are protected by copyrights, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. The compilation (meaning the collection, arrangement and assembly) of all Content on this Site is the exclusive property of Timex Group Canada, Inc. and protected by Canadian and international copyright laws. All software used on this Site is the exclusive property of Timex Group Canada, Inc. and protected by Canadian and international copyright laws. The Content and software on this Site may be used only for User purchase of merchandise from TimexDirect.ca through this site for resale to retailer customers. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance of the Content of this Site is strictly prohibited. 

B. Submission of Information or Content 
TimexDirect.ca welcomes User comments, information and submissions (collectively, "Submission"). Timex Group Canada, Inc., however, does not assume any obligation with respect to any Submission and no confidential or fiduciary understanding or relationship is established by Timex Group Canada, Inc. receipt or acceptance of any Submission. All Submissions become the exclusive property of Timex Group Canada, Inc. and its affiliates. Timex Group Canada, Inc. and its affiliates may use any Submission without restriction and User shall not be entitled to any compensation. 

C. Third-Party Content 
Neither Timex Group Canada, Inc., nor its affiliates, nor any of their respective officers, directors, employees, or agents, nor any third party content providers, merchants, sponsors, licensors or the like (collectively, "Providers"), or any other User of this Site, guarantees the accuracy, completeness, or usefulness of any Content, nor its merchantability or fitness for any particular purpose. In some instances, the Content available through TimexDirect.ca may represent the opinions and judgments of Providers or Users. Timex Group Canada, Inc. and its affiliates do not endorse and shall not be responsible for the accuracy or reliability of any opinion, advice, or statement made on this Site by anyone other than authorized Timex Group Canada, Inc. employees. Under no circumstances shall Timex Group Canada, Inc., or its affiliates, or any of their respective officers, directors, employees, or agents be liable for any loss, damage or harm caused by a User's reliance on information obtained through TimexDirect.ca. It is the responsibility of User to evaluate the information, opinion, advice, or other Content available through this Site. 

6. ONLINE CONDUCT 
User agrees to use the TimexDirect.ca Site only for lawful purposes. User is prohibited from posting on or transmitting through TimexDirect.ca any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically, or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, provincial, national, or international law. 

If Timex Group Canada, Inc. is notified of allegedly infringing, defamatory, damaging, illegal, or offensive Content provided by User, Timex Group Canada, Inc. may investigate the allegation and determine in its sole discretion whether to remove or request the removal of such Content from TimexDirect.ca. Timex Group Canada, Inc. may disclose any Content or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate TimexDirect.ca; or (iii) to protect the rights or property of Timex Group USA, Inc, its Users or Providers. 

Timex Group Canada, Inc. reserves the right to prohibit conduct, communication, or Content that it deems in its sole discretion to be harmful to individual Users, the TimexDirect.ca Site, the communities that make up TimexDirect.ca, or any rights of Timex Group Canada, Inc. or its affiliates or any other party, or to violate any applicable law. Notwithstanding the foregoing, neither Timex Group Canada, Inc. nor its Providers can ensure prompt removal of questionable Content after online posting. Accordingly, neither Timex Group Canada, Inc., nor its affiliates, nor any of their officers, directors, employees, or agents, nor Providers shall assume liability for any action or inaction with respect to conduct, communication, or Content on TimexDirect.ca. 

7. DISCLAIMERS AND LIMITATION OF LIABILITY 
User agrees that use of this Site is at User's sole risk. Neither Timex Group Canada, Inc., nor its affiliates, nor any of their respective officers, directors, employees, agents, nor any Providers, warrants that this Site will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of this Site, or as to the accuracy, reliability, or currency of any information content, service, or merchandise provided through this Site. THIS SITE IS PROVIDED BY TIMEX GROUP CANADA, INC. ON AN "AS IS"AND "AS AVAILABLE" BASIS. TIMEX GROUP CANADA, INC. MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE INFORMATION, CONTENT, MATERIALS OR MERCHANDISE, INCLUDED ON THIS SITE. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, TIMEX GROUP CANADA, INC. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TIMEX GROUP CANADA, INC. WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. Under no circumstances shall Timex Group Canada, Inc. or any other party involved in creating, producing, or distributing this Site be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of or inability to use this Site, including but not limited to reliance by a User on any information obtained from Timex Group Canada, Inc. or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission, or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction, or unauthorized access to TimexDirect.ca's records, programs, or services. User hereby acknowledges that these disclaimers and limitation on liability shall apply to all content, merchandise, and services available through this Site. In provinces that do not allow the exclusion of limitation or limitation of liability for consequential or incidental damages, User agrees that liability in such provinces shall be limited to the fullest extent permitted by applicable law. 

8. PRIVACY POLICY 
Timex Group Canada, Inc. respects the privacy of its Users. Users are encouraged to review the terms of the TimexDirect.ca Privacy Policy. 

9. TERMINATION OF USAGE 
Timex Group Canada, Inc. reserves the right to accept or deny registration, terminate registration, suspend or terminate access, terminate accounts, refuse service, and/or reject or cancel orders in its sole discretion. 

10. INDEMNITY 
User agrees to defend, indemnify and hold harmless Timex Group Canada, Inc., its affiliates and their respective officers, directors, employees and agents, from any claims, loses, damages, costs, expenses, fines and other liabilities, including reasonable attorneys' fees, arising out of or relating to User's breach of any term or condition of this Agreement or User's violation of any law or right of any third party. 

11. COPYRIGHT 
All content contained on this Site, including but not limited to data, text, images, graphics, logos, typefaces, icons, audio, video and software, is the property of Timex Group Canada, Inc., its affiliates or their respective content suppliers and protected by Canadian and international copyright laws.
 
12. TRADEMARKS 
TIMEX, TRUE SINCE 1854 TIMEX, WEAR IT WELL, CARRIAGE, CAVATINA, DATA LINK, E LOGO, EASY READER, EXPEDITION, FAST WRAP, FLIX, INGERSOLL, IT TAKES A LICKING AND KEEPS ON TICKING, IT’S NOT ORIGINAL UNLESS IT’S A TIMEX, KELTON, MARATHON, MARLIN, NIGHT-MODE, QUICKDATE, TIME-FACTORY, TIMEX DATA LINK, TIMEXPO, TRAIL RUNNER, TRIATHLON, KEEPS ON TICKING, BODYLINK, EASY TRAINER, RACE TRAINER, ROAD TRAINER, PERSONAL TRAINER, WS4, INDIGLO, SLEEK, UPLANDER, WEEKENDER, INTELLIGENT QUARTZ, IQ, TAPSCREEN, FLEX-TECH, SCOUT, SHOW YOURSELF WHAT YOU CAN DO, PERFECT DATE, and the Triathlon watch design are trademarks of Timex Group B.V. and its subsidiaries.
IRONMAN® and MDOT are registered trademarks of World Triathlon Corporation.  Used here by permission.  
VELCRO is a registered trademark of Velcro Industries B.V. 
CORDURA is a registered trademark of Invista North America S.A.R.L. 
AT&T and the AT&T logo are trademarks of AT&T Intellectual Property.
The Bluetooth word mark and logos are registered trademarks owned by Bluetooth SIG, Inc. and any use of such marks by Timex is under license.  
Qualcomm Mirasol displays are a product of Qualcomm MEMS Technologies, Inc.  MIRASOL is a registered trademark of Qualcomm MEMS Technologies, Inc. in the United States and other countries.  
IOS is a trademark or registered trademark of Cisco in the US and other countries and is used under license.  

13. PATENTS 
Timex watches are covered by a variety of patents. Watches with the INDIGLO. night-light are covered by one or more of the following patents: U.S. Patent Nos. 4,527,096 and 4,775,964. Watches with the NIGHT-MODE. feature are covered by U.S. Patent No. 4,912,688. DATA LINK. watches and accessories are covered by one or more of the following patents: U.S. Patent Nos. 5,488,571; 5,535,147; 5,570,297; 5,594,462; 5,742,260; 5,748,895; 5,815,127; 5,835,388 and 5,922,058. i-Control watches are covered by one or more of the following patents: U.S. Patent Nos. 5,742,565 and 5,305,291. Timex watches are also covered by a variety of design patents, including but not limited to one or more of the following patents: D399,759; D409,923; D414,705; D415,693; D409,923; D409,501; D382,492; D353,105; D383,454; D411,957; D360,589; D387,998; D402,210; D386,694; D411,115; D415,433; D380,690; D378,574; D409,924; D346,975; D403,247; D416,811; D413,525; and D417,158; 

14. ARBITRATION 
Any controversy or claim arising out of or relating to this User Agreement shall be settled by binding arbitration in accordance with the Ontario Arbitration Act, 1991. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. Arbitration shall be conducted in Markham, Ontario and judgment on any arbitration award may be entered in any court having jurisdiction thereof. Each party shall be responsible for its own fees and costs in relation to the arbitration. The parties shall share equally the arbitrator's fees and costs. The arbitrator shall have no authority to award costs or punitive damages to any party. User or Timex Group Canada, Inc. may seek any interim or preliminary equitable relief from a court of competent jurisdiction in Ontario necessary to protect the rights or property of User or Timex Group Canada, Inc. pending the completion of arbitration. 

15. GENERAL 
This User Agreement shall be construed and governed in all respects by the laws of Ontario. This User Agreement sets forth the entire understanding and agreement between User and Timex Group Canada, Inc. with respect to the subject matter hereof and terminates, cancels and supersedes any and all oral or written agreements, understandings, statements, representations and warranties heretofore made relating to the subject matter hereof. The failure of User or Timex Group Canada, Inc. to insist upon strict adherence to any provision of this User Agreement on any occasion shall not be considered a waiver of such party's right to insist upon strict adherence to such provision on any other occasion or to any other provision of this Agreement in any instance. Any waiver shall be in writing signed by a duly authorized representative of the waiving party. If one or more provisions of this User Agreement is held to be illegal, invalid or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. In the event a provision is held to be illegal, invalid or unenforceable, the User Agreement shall remain in full force and effect and the arbitrator or court shall be empowered to modify, if possible, such illegal, invalid or unenforceable provision to the extent necessary to make this User Agreement enforceable in accordance with the intent and purposes of the parties expressed herein to the fullest extent permitted by applicable law. The section headings contained in this User Agreement are for convenience only and in no way define, limit, or enlarge the scope of the provisions of such section and shall not be considered in the interpretation or enforcement of this User Agreement. 

16. ACKNOWLEDGMENT 
By obtaining an ID and password for this Site, USER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. Timex Group Canada, Inc. reserves the right to make changes to this Site, the terms and conditions of this Agreement and to discontinue operation of this Site, at any time.