Terms of Use Updated: Apr 30, 2024

Site Ownership; Your Agreement to Site Terms of Use

Welcome to Kayden.com. These Terms and Conditions of Use (the “Terms of Use”) apply to the Kayden Web site located at www.kayden.com, and all associated sites linked to www.kayden.com by Kayden, and its affiliates, (collectively, the “Site”). The Site is the property of Telematic Controls Inc., (“Telematic”) and its licensors. Kayden is a brand owned by Telematic Controls Inc.

You agree to these Terms of Use by accessing and/or using the Site; if you do not agree, do not use the Site.

Kayden reserves the right, at its sole discretion, without notice and for any reason, to alter, update or remove any content on the Site, and to alter, update or remove any of the products and services described herein; to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Such changes, modifications, additions and deletions shall be effective immediately upon posting. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. You agree to review these Terms of Use periodically to be aware of such modifications, and your continued access shall be deemed your conclusive and binding acceptance of the modified agreement. As long as you comply with these Terms of Use, Kayden grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

Copyright, Trademarks and Content

You acknowledge and agree that all content, information and material contained on the Site are Kaydens' exclusive property or the property of its content suppliers or licensors; all artwork, images, icons, graphics, photographs, user and visual interfaces, text, trademarks, logos, graphic arrangements together with the compilation (meaning the collection, arrangement and assembly) of all content, and computer code, (collectively, the “Content”), including but not limited to the “look and feel”, design, structure, arrangement and expression of such Content contained on the Site is owned, controlled or licensed by or to Kayden, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. All other trademarks not owned by Kayden that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Kayden. Other company names mentioned or product data or images displayed on the Site may be the trademarks or intellectual property of their respective owners. Kayden’s and/or the Site’s use of other company products, names, content and/or trademarks does not represent an endorsement for the use or application of Kayden products.You agree that you will not use any Third-Party content in a manner that would infringe or violate the rights of any other party and that Kayden is not in any way responsible for any such use by you. Kaydens' trademarks and trade dress may not be used in connection with any product or service that is not Kaydens', in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Kayden. The compilation of all content on the Site is the exclusive property of Kayden and is protected by Canadian, U.S. and international copyright laws. The Site contains patented and patent pending material. These Terms govern any services that Kayden may provide through the Site (collectively, “Services”).

No part of the Site and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, except as expressly provided in these Terms of Use, without Kaydens' express prior written consent.

You may use and download Content in connection with your use of the Site to evaluate and purchase products, and you may use information on the products and services (such as brochures, data sheets, wiring diagrams, and similar Content) purposely made available by Kayden for downloading from the Site, provided that you do not remove any proprietary notice language in all copies of such documents, and you use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, and you make no modifications to any such information, and you do not make any additional representations or warranties relating to such documents.

You may not infringe any of the intellectual property rights associated with the manufacture, design, branding and packaging of any products advertised on the Site nor introduce any modifications to the products supplied by us unless the nature of the delivered product dictates otherwise.

Site Use

The Site or any portion of the Site may not be copied, duplicated, reproduced, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Kayden. You may not employ the use of any data mining, robots, automatic device, program, algorithm or methodology, similar data gathering and extraction tools, or any similar or equivalent manual process, to access, monitor, copy or acquire any portion of the Site or any Content, or in any way circumvent or reproduce the presentation or navigational structure of the Site or any Content, to obtain or attempt to obtain any Content, documents or information through any means not purposely made available through the Site. Kayden reserves the right to obstruct and stop any such activity.

You may not attempt to gain or gain in any manner any unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Kayden server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.

You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including text, images, page layout, or form) of Kayden without Kaydens' express written consent. You may not use any meta tags or any other "hidden text" utilizing Kaydens' name or trademarks without the express written consent of Kayden. Any unauthorized use terminates the permission or license granted by Kayden.

You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site, or any other customer of Kayden, including any Kayden account not owned by you, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site. You may not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site.

You agree that you will not take any action that imposes an unwarranted, unreasonable or disproportionate burden, demand or load on the infrastructure of the Site or Kaydens' systems or networks, or any systems or networks connected to the Site or to Kayden. You agree that you will not exploit the Site in any unauthorized way whatsoever, including, but not limited to, by trespass or by burdening its capacity.

You agree not to use any software, routine or device to interfere or attempt to interfere with the correct functioning and operations of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.

You may not fabricate or forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Kayden on or through the Site or any service offered on or through the Site. You may not give false appearance that you are, or that you represent, someone else, or falsely assert, impersonate or claim to be any other individual or entity.

You may not use the Site or any Content for any intention, purpose or outcome that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Kayden or others.

You are not entitled to any resale or commercial use of the Site or its contents; you may not collect any nor use any images, product listings, descriptions, or prices; any derivative use of the Site or its Contents.

You may not download or copy any account information for the benefit of another merchant. You are granted a limited, nonexclusive, and revocable right to create a hyperlink to the home page of Kayden.com provided the link does not portray Kayden, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Kayden logo or other proprietary graphic or trademark as part of the link without express written permission.

You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Site in any manner, or for any purpose.

Notwithstanding any other provision of this Agreement, Kayden and its licensors reserve the right to change, suspend, remove, or disable access to any portion of the Site, content, or other Content comprising a part of the Site at any time without notice. In no event will Kayden be liable for making these changes.

Kayden may also impose limits on the use of or access to certain features or portions of the Site, in any case and without notice or liability.

Product Descriptions

Kayden attempts to be as accurate as possible, however, Kayden does not warrant that product descriptions or other content of the Site is accurate, complete, reliable, current, or error-free. If a product offered by Kayden itself is not as described, your sole remedy is to return it in unused condition.

Prices

The prices provided or displayed for products are a price estimate and may or may not represent the prevailing price in every area or for every entity on any particular day. Items in Your Shopping Cart will always reflect the most recent price displayed on the Site’s product’s detail page, except in instances where additional considerations apply. The price of the product in your cart may differ from the price shown for the product at the time you placed it in your cart. Placing an item in your cart doesn't reserve the price shown at that time. It is also possible that an item's price may change between the time you place it in your cart and the time you purchase it. Some discounts are limited-time offers. The discounts we may offer for any product are subject to change without notice. Prices for products can't be confirmed until you place your order. Prices are subject to change at any time prior to Kaydens' acceptance of Customer's order, unless stated otherwise in a written quotation. Pricing for increased quantities (“Volume Orders”) of product are for minimum order quantities and do not pertain to individual or low volume orders. Price protection or refunds are not provided in the event of a price reduction or promotional offering. Prices are FOB Calgary, Alberta, unless stated otherwise. Prices are exclusive of taxes, duties, brokerage, fees, insurance, shipping, handling and insurance) unless otherwise quoted in writing.

Despite our best efforts, a small number of the items in our catalog may be mispriced. If an item's correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation. In the event that a typographical error is made and a product is listed at an incorrect price, Kayden reserves the right to cancel these orders whether or not your card and/or account have been charged or your order confirmed. If your credit card/account has already been charged and your order is cancelled, Kayden shall issue a credit to your card for the full amount of the charge.

Electronic Communications

When you visit the Site or send e-mails to Kayden, you are communicating with Kayden electronically. You consent to receive communications from us electronically. We may respond to you by e-mail or by posting notices on the Site. You agree that all such agreements, notices, disclosures, and other communications that Kayden provides to you electronically satisfy any legal requirement that such communications be in writing.

Purchases; Other Terms and Conditions

Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of the Site, including promotions or other similar features, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or for any service offered on or through the Site, the latter terms shall control with respect to your use of that portion of the Site or the specific service.

Kaydens' obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such agreements.

Kayden may make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice. The Content on the Site with respect to products and services may be out of date, and Kayden makes no commitment to update the Content on the Site with respect to such products and services.

Accounts, Passwords and Security

Certain features or services offered on or through the Site may require you to open an account (including setting up a Kayden username and password). You are entirely responsible and you agree to accept responsibility for all activities that occur under your account or password and for maintaining the confidentiality of your account and password, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and for maintaining the confidentiality of the information you hold for your account, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify Kayden immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Kayden or any other user of or visitor to the Site due to someone else using your Kayden username, password or account as a result of your failing to keep your account information secure and confidential. Kayden shall not be responsible for any losses arising out of the unauthorized use of your account. Kayden reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.

You agree to provide accurate and complete information when you register with, and as you use, the Site, and you agree to update your Account Registration Data to keep it accurate and complete. You agree that Kayden may store and use the Account Registration Data you provide for use in maintaining and billing fees to your Account. Kayden reserves the right to require you to change your password if Kayden believes that your password no longer is secure. You may not use anyone else’s Kayden username, password or account at any time without the express permission and consent of the holder of that Kayden username, password or account. Kayden cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Kayden reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.

Privacy

Kaydens' Privacy Policy applies to use of this Site, and its terms are made a part of these Terms of Use by this reference. To view Kaydens' Privacy Policy, click here. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

Modifications to these Terms

Certain provisions of these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of the Kayden Web site and, in such circumstances, the expressly-designated legal notice or term shall be deemed to be incorporated into these Terms and to supersede the provision(s) of these Terms that are designated as being superseded.

Links to Third Party Sites and to the Kayden Site

The Kayden Site may contain links to other Web sites that are owned and operated by Third-Parties (“Third Party Sites”). Kayden is not responsible for the operation of or content located on or through any Third Party Site. Links to Third Party Sites are provided solely as a convenience to you and the presence of such links does not indicate any approval or endorsement of any material contained on any linked site. Third Party Sites are not under Kaydens' control, and Kayden is not responsible for and does not endorse the content of any Third Party Sites, including any information or content contained on those sites. Kayden provides links to the sites of affiliated companies and certain other businesses for convenience only. We are not responsible for examining or evaluating, and we do not warrant the offerings of any of these businesses or individuals or the content of Third Party Sites. Kayden does not assume any responsibility or liability for the actions, product, and content of all these and any other Third Party Sites. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.

In no event will Kayden be liable to any party for any direct, indirect, special or other consequential damages for any use of this Site, or on any other hyperlinked Web site, including, without limitation, any lost profits, business interruption, lost revenue, lost programs, other data or otherwise, even if we are expressly advised of the possibility of such damages. Kayden makes no representations whatsoever about any other Web site which you may access through this Site. When you access a non- Kayden Web site, even one that may contain the Kayden logo, clearly understand that it is independent from Kayden, and that Kayden has no control over the content on that Web site. In addition, a link to a non-Kayden Web site does not mean that Kayden endorses or accepts any responsibility for the content, or the use, of such Web site. Your connection to any such linked site is at your own risk.

You should carefully review their policies and other conditions of use. Any interaction you have with any Third Party Site will be at your own discretion and responsibility.

Linking to this Site

You may create links to this Site from other Web sites, but only in accordance with the following terms and in compliance with all applicable laws.

Absent Kaydens' written authorization otherwise, a Web site that links to this Site:

may link to, but shall not replicate, any Content (including any Kayden icon or logo);
shall not create a browser or border environment around any Content;
shall not imply that Kayden endorses such Web site or any products, services, or content available through such Web site;
shall not misrepresent its relationship with Kayden;
shall not present false or misleading information about Kayden, its products, or its services;
shall not contain content that could be construed as distasteful, offensive, or controversial; and
shall contain only content that is appropriate for all age groups.

Disclaimers

KAYDEN DOES NOT PROMISE THAT THE SITE OR ANY CONTENT, INFORMATION, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), SERVICES OR FEATURE INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. ALL INFORMATION PERTAINING TO PRODUCTS AND SERVICES IS FOR INFORMATIONAL PURPOSES ONLY AND NEITHER IMPLIES NOR CONSTITUTES AN ENDORSEMENT OR A RECOMMENDATION. KAYDEN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE CONTENT, INFORMATION, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES OR FEATURE INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. KAYDEN CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. KAYDEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. KAYDEN DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY KAYDEN SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST KAYDEN FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

Kayden reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Site, or any portion of the Site, for any reason; (2) to modify or change the Site, or any portion of the Site, and any applicable policies or terms; and (3) to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

International and Export Issues

Kayden administers this Site from its offices in Calgary, Alberta. Kayden makes no representation that the Site is appropriate or available for use outside Canada or the United States and access to the Site from territories where its contents are illegal or restricted is prohibited. If you choose to access the Site from outside Canada, you do so on your own initiative and are responsible for compliance with applicable Laws. You agree to comply with all export and re-export restrictions and regulations of Canada, the United States and/or foreign agencies and authorities in connection with your use of the Site and to not, in violation of any Laws, transfer, or authorize the transfer, of any Content or Products to a prohibited country or otherwise in violation of any Laws. In particular, but without limitation, the Content may not, in violation of any Laws, be exported or re-exported (a) into any Canadian and U.S. embargoed countries. By using any Content or Products subject to any such restrictions and regulations, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation Canadian export laws and regulations.

Limitation of Liability

Except where prohibited by law, in no event will Kayden be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Kayden has been advised of the possibility of such damages.

If, notwithstanding the other provisions of these Terms of Use, Kayden is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or any Content, Kaydens' liability shall in no event exceed CAD$100.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

Indemnity

You agree to indemnify and hold Kayden, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from and against any and all claims, liabilities, damages, demands, losses, costs, fees, claims or expenses (including attorneys’ fees), made against Kayden by any third party due to or arising out of or in connection with your use of the Site. Kayden reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Kaydens' defense of such claim.

Violation of These Terms of Use

Kayden may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Kaydens' rights or property, or the rights or property of visitors to or users of the Site, including Kaydens' customers. Kayden reserves the right at all times to disclose any information that Kayden deems necessary to comply with any applicable law, regulation, legal process or governmental request. Kayden also may disclose your information when Kayden determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes. Kayden has the right, but not the obligation, to monitor any Content submitted by you or otherwise available on the Site, to investigate any reported or apparent violation of this Agreement, and to take any action that Kayden in its sole discretion deems appropriate, including, without limitation, termination hereunder or any other additional terms and conditions and policies of the Site.

You acknowledge and agree that Kayden may preserve any transmittal or communication by you with Kayden through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or Kayden determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Kayden, its employees, users of or visitors to the Site, and the public.

You agree that Kayden may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Kayden, for which monetary damages would be inadequate, and you consent to Kayden obtaining any injunctive or equitable relief that Kayden deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Kayden may have at law or in equity.

You agree that Kayden may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

If Kayden does take any legal action against you as a result of your violation of these Terms of Use, Kayden will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Kayden. You agree that Kayden will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use.

Governing Law

Kayden developed, administers, operates and maintains www.kayden.com from its location in Calgary, Alberta Canada. Kayden makes no representation that Content in the Site is appropriate or available for use in other locations, and access to them from territories where their contents are illegal or prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. This Agreement will be governed by and construed under the laws of the Province of Alberta in Canada, excluding only its conflict of law provisions. The material provided on this Site is protected by law, including, but not limited to, Canadian Copyright law and international treaties. Kayden is not responsible for any "hacking" or "vandal" damage to the Site or the information contained herein or for any loss or damages as a result of these problems.

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of Canada and by the laws of the Province of Alberta without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the province and federal courts in Calgary, Alberta, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions of purchase or sale for goods and services are not subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between Kayden and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

General

These Terms, together with any additional terms to which you agree when using particular elements of the Site, constitute the entire and exclusive and final statement of the agreement between you and Kayden with respect to the subject matter hereof, superseding any prior agreements or negotiations between you and Kayden with respect to such subject matter. The Kayden Parties are third party beneficiaries with respect to the provisions in these Terms that reference them. These Terms and the relationship between you and Kayden shall be governed by the laws of the Province of Alberta as applied to agreements made, entered into, and performed entirely in Alberta by Alberta residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the Site shall be brought in the Federal or Provincial courts located in Calgary, Alberta, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of Kayden to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of Kayden and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms shall remain in full force and effect notwithstanding any termination of your use of the Site. These Terms will be interpreted without application of any strict construction in favor of or against you or Kayden. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Kayden without restriction.

Void Where Prohibited

Although the Site is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use outside Canada. Kayden reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person, entity or geographic area. Any offer for any feature, product or service made on the Site is void where prohibited. If you choose to access the Site from outside Canada, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

Miscellaneous

This Agreement constitutes the entire agreement between you and Kayden and governs your use of the Site, superseding any prior agreements between you and Kayden. You also may be subject to additional terms and conditions that may apply when you use affiliate services, Third-Party content, or Third-Party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Kaydens' failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Kayden will not be responsible for failures to fulfill any obligations due to causes beyond its control.

The Site is operated by Kayden from its offices in Canada. You agree to comply with all local, provincial, territorial and federal laws, statutes, ordinances, and regulations that apply to your use of the Site. All transactions on the Site are governed by the laws of the Province of Alberta without giving effect to its conflict of law provisions. Your use of the Site may also be subject to other laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Kayden or relating in any way to your use of the Site resides in the courts of the Province of Alberta. Risk of loss and title for all electronically delivered transactions pass to the purchaser in Alberta upon electronic transmission to the recipient. No Kayden employee or agent has the authority to vary this Agreement.

Kayden may notify you with respect to the Site by sending an email message to your Account email address or a letter via postal mail to your Account mailing address, or by a posting on the Site. Notices shall become effective immediately.

Kayden reserves the right to take steps Kayden believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that Kayden has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as Kayden believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Kaydens' right to cooperate with any legal process relating to your use of the Site and/or Products, and/or a Third-Party claim that your use of the Site or Content is unlawful and/or infringes such third party's rights). If any of the provisions of these Terms of Use are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Use, so that these Terms of Use shall remain in full force and effect. These Terms of Use constitute the entire agreement between you and Kayden with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and Kayden with respect to such use are hereby superseded and cancelled. Other than as provided in a purchase agreement you enter into with Kayden, Kayden will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. Kaydens' failure to insist on or enforce strict performance of these Terms of Use shall not be construed as a waiver by Kayden of any provision or any right it has to enforce these Terms of Use, nor shall any course of conduct between Kayden and you or any other party be deemed to modify any provision of these Terms of Use. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any Third-Parties.

Your Contributions, Feedback and Information

Except as otherwise noted, the communications and material you send to Kayden by Internet electronic mail or otherwise (“User Submission”), are on a non-confidential basis. Any information you send to Kayden must be truthful, not violate the rights of others and be it must abide by and conform to all legal requirements. Kayden, in any event, does not want to receive confidential or proprietary information from you through this Site. You understand and agree that any information or material sent to the Site will be deemed to be non-confidential and non-proprietary. By sending any information or material, you grant Kayden an unrestricted, irrevocable, perpetual, free of any cost, worldwide license to use, reproduce, display, perform, modify, translate, incorporate, transmit, distribute and otherwise use those Content or information, and you also agree that Kayden is free to use any ideas, concepts, know-how, techniques, all data, images, sound and text that you send us for any purpose. Any material, information or idea you transmit to or post on the Site by any means will be treated as non-confidential and non-proprietary, and may be disseminated or used by Kayden or its affiliates for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products or services and any other commercial purpose. You grant Kayden will be free to use such information on an unrestricted, royalty-free, perpetual, irrevocable, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such information worldwide in any media. Kayden reserves the right to display advertisements in connection with User Submissions and to use User Submissions for advertising and promotional purposes. Kayden may, but is not obligated to, pre-screen User Submissions or monitor any area of the Kayden Web site through which User Submissions may be submitted. Kayden is not required to host, display, or distribute any User Submissions on or through the Kayden Web site and may remove at any time or refuse any User Submissions for any reason. Kayden does not want to receive any User Submission that is confidential. You understand and agree that any User Submission will be considered non-confidential and non-proprietary and that Kayden will be free to disclose your User Submission to any third party absent any obligation of confidence on the part of the recipient. Kayden does not guarantee that you will have any recourse through Kayden or any third party to edit or delete any User Submission you have submitted.

We will, however, not release your name or otherwise publicize the fact that you submitted content or other information to us unless: (a) we obtain your permission to use your name; or (b) we first notify you that the content or other information you submit to a particular part of the Site will be published or otherwise used with your name on it; or (c) we are required to do so by law. Kayden reserves and has the right, but not the obligation, to monitor any activity and monitor, edit, or remove any communication, material and content you provide or post to the Site, but Kayden does not regularly review posted content. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate these Terms of Use and will not cause injury to any person or entity; and that you will indemnify Kayden for all claims resulting from content you supply. Kayden takes no responsibility and assumes no liability for any content posted by you or any third party. Kayden reserves the right to not post or publish any Content, and to remove or edit any material, at any time in its sole discretion without notice or liability.

You are prohibited from posting or transmitting to or from the Site any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, profane material, or material invasive of privacy, that infringes on intellectual property rights, is injurious to Third-Parties or objectionable, or any other material that could give rise to any civil or criminal liability under law.

By submitting any User Submission, you represent and warrant that:

you own all rights in your User Submissions (including, without limitation, all rights to the audio, video, or digital recording and the performance contained in your User Submissions) or, alternatively, you have acquired all necessary rights in your User Submissions to enable you to grant to Kayden the rights in your User Submissions described herein;
you have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your User Submissions;
you are the individual pictured and/or heard in your User Submissions or, alternatively, you have obtained permission from each person (including consent from parents or guardians for any individual under the age of eighteen (18)) who appears and/or is heard in your User Submissions to grant the rights to Kayden described herein;
your User Submissions do not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
you voluntarily agree to waive all "moral rights" that you may have in your User Submission;
any information contained in your User Submission is not known by you to be false, inaccurate, or misleading;
your User Submission does not violate any Law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
your User Submission is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another's privacy;
you were not and will not be compensated or granted any consideration by any third party for submitting your User Submission;
your User Submission does not incorporate content from a third party Web site, or addresses, email addresses, contact information, or phone numbers (other than your own);
your User Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
your User Submission does not contain any information that you consider confidential, proprietary, or personal; and
your User Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional Content, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.

You hereby grant Kayden a worldwide, royalty-free, nonexclusive license to use such Content as part of the Kayden Web site, and in relation to Kaydens Products, without any compensation or obligation to you.

Severability

If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.