User Agreement

Centremagazine.com is an online business to business Web site owned and operated by HCN Publications Company (“HCN”).

Whereas HCN offers a service (“service”) through the Bargain Outlet link to centremagazine.com (“site”), which is a bulletin board for vendors of liquidated bulk products to find purchasers for those products (“Vendors”), and which allows Vendors to remain anonymous until an offer to purchase from a User is accepted by the Vendor.

And Whereas Users wish to access this web based service for the purpose of contacting anonymous vendors to see if they can purchase liquidated bulk products at prices and terms set out at the Bargain Outlet link to centremagazine.com. (“Users”)

The following describes the terms on which HCN offers the User access to these services. Prior to, and as a condition of, User’s participation, User must register to purchase items for sale on the Bargain Outlet sections of the centremagazine.com Web site (“Site”). By using the Site, User accepts and agrees to abide by the terms of this centremagazine.com User Agreement (“User Agreement”). User may review these terms at any time by clicking on the User Agreement link at the bottom of each page.

Service Description.
You acknowledge that the Bargain Outlet sections of the Site are intended to be forums where Sellers may put up items for sale and where Buyers purchase items (the "Service"). HCN is not a party to any transaction entered into by means of this Site. Without limiting the effect of any provision in this User Agreement, User acknowledges that the Service does not include any responsibility, oversight, control, monitoring or any other direct or indirect involvement on the part of HCN with respect to any transactions of purchase and sale of goods or services using HCN’s facilities.
Registration.
1. User’s Obligations.
  User’s Obligations. As a necessary part of the Service, User agrees to provide the information about the User requested during the User registration process. All information requested and any amendments to such information provided by User during the registration process shall be referred to as registration data (“Registration Data”). User agrees to provide true and accurate Registration Data.
2. Use and Disclosure.
  Use and Disclosure. Registration Data collected by HCN will be used to (i) provide you with details regarding the Service; (ii) inform you of the status of your requested purchases, if any; (iii) notify you of any future events organized by HCN; and (iv) advise you of other special offers available from HCN. HCN will not disclose to third parties your name, mailing address, e-mail address, account and phone number, unless expressly permitted by you or unless HCN is legally required to disclose such information. Notwithstanding the above, you permit HCN to use and disclose Registration Data to the extent that is necessary to facilitate transactions between you and other parties using the Service or involved in transactions arising from the Service. User permits HCN to disclose to third parties certain Registration Data about User and membership in the aggregate; however, such disclosure will exclude User's name, mailing address, e-mail address, account and telephone number, unless expressly permitted by User or unless HCN is legally required to disclose such information. Notwithstanding the above, HCN will not release contact information, including Seller's name, mailing address, e-mail address, account and telephone number, to the Buyer.
Privacy.
We adhere to the highest standards in assuring your privacy. All information relating to customers' accounts, transactions, and correspondence are handled with discretion.We only use your personal information as described in the Privacy Policy, which is set out as a separate link on centremagazine.com. In that regard, you herein agree to provide explicit consent that HCN shall supply to the vendor the name, mailing address, e-mail address, account and telephone number of each User who registers and makes a purchase request so that the Vendor may advise HCN that the offer to purchase is rejected or so that the Vendor may contact the User directly to finalize the transaction.
Eligibility to Participate.
The Service is available only to individuals who have reached the age of majority in his/her province, territory, jurisdiction or state of residence and who can form legally binding contracts under applicable law. If you do not qualify, you may not use the Service. HCN may refuse access to the Service or any part of the Service to anyone at any time, at its sole and absolute discretion.
Legal Compliance.
User is solely responsible for the contents of his or her transmissions through the Service. User's employment of the Service is subject to all applicable laws, statutes and regulations (“Applicable Laws”), including but not limited to those laws regarding: (a) court ordered publication ban; (b) restrictions on publishing, printing, distributing, possessing, selling, advocating, promoting, or exposing, obscene material, child pornography, or hate propaganda and you understand that these situations could generate criminal liability; (c) restrictions on the use of trade-marks or trade names; (d) restrictions on the use of copyright work, including without limitation, software; (e) restrictions on defamation, libel, harm to reputation, invasion of privacy, misuse or failure to protect personal information, violation of secrecy, unfair competition and other situations which could generate civil liability; and (f) export and import restrictions.

Further, User agrees: (1) to comply with all Applicable Laws regarding the transmission of technical data exported from Canada or the U.S. through the Service; (2) not to use the Service for illegal purposes; (3) not to interfere or disrupt networks connected to the Service; and, (4) to comply with all regulations, policies and procedures of networks connected to the Service. User agrees not to transmit through the Service any false, inaccurate, misleading, fraudulent, unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. User further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any Applicable Laws. User agrees not to transmit through the Service information that constitutes an infringement of copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy. Attempts to gain unauthorized access to other computer systems are prohibited.
Submitting an offer to Purchase.
If User submits an offer to purchase through the service, the Vendor will be notified immediately, and HCN will reply to the User within 72 hours to advise whether the purchase offer was accepted or rejected by the Vendor. If the purchase was accepted, Users shall be contacted directly by Vendor and HCN shall have no further involvement.
Listings.
The Vendor shall post on the Service a description of the products for purchase and the terms and conditions of such purchase, including any guarantees or conditions of sale that Vendor may include with respect to those products (the “Listing”). HCN takes no responsibility for the accuracy or enforcement of claims made in the Listings.
Buying.
All purchases are subject to any terms and conditions the Vendor of a particular item may, at its sole discretion, impose in the conditions of sale set forth in the Listing for that item (the “Conditions”). The Conditions are a binding agreement between the Vendor and the User who responds to the Listing, and by posting an item Vendor agrees to be bound by any Conditions included in the Listing. It is recommended that Lister include in these Conditions relevant delivery methods or requirements. Vendor must include in the Listing any other Conditions or added costs to the User.
Images and Descriptions.
User agrees that where Lister has provided both an image of the item and a text description of an item, in all cases the text description shall be taken as the more accurate representation of the item being offered.
No Retractions.
ALL ORDERS ARE NON-CANCELLABLE AND IRREVOCABLE UPON SENDING.
Contact Information.
User shall provide a valid and correct phone number and e-mail address, if any, with Users’ offer to purchase.
Centremagazine.com is a Venue/Facilitator.
The Site is only a venue for registered Vendors to offer products for purchase and to collect offers to purchase from Users. User acknowledges that the role of HCN is limited to facilitating the contact of the Vendor and the User and that HCN does not endorse nor take any responsibility for any of the goods or services, or any description or Listing provided for any of the goods that are sold through the Service. User acknowledges that HCN is not responsible for any breaches of contract by the Vendor or any other person. HCN has no control over the quality, safety or legality of the items posted, the truth or accuracy of any information provided by Vendors, or the ability of Vendors to fulfill their obligations or otherwise complete transactions. The Vendor of an item offered through this Service is solely responsible for estimates, descriptions, condition, authenticity, title and all other matters relating to the offer and/or sale of such items. HCN does not control the information provided by other Users which is made available through the Site. Some of this information may be found to be offensive, inaccurate or deceptive. Please use caution, common sense, and practice safe trading when using the Site. Please note that there are also risks related to dealing with foreign nationals, underage persons or people acting under false pretences.
No Agency.
HCN is not the agent, fiduciary, trustee, partner or other representative of any Vendor or User. Under no circumstances and in no way shall HCN be construed as being either a direct or indirect party to any transaction conducted by means of this Service.
Withdrawal of an Item.
HCN reserves the right to remove an item from the Service prior to the closing of the listing period with respect to that item, halt any part of the Service during its progress, and/or remove, screen or edit any materials or content on the Site. HCN may refuse service to anyone at any time at its sole discretion.
Monitoring.
HCN has the right, but not the obligation, to monitor any activity and content associated with the Site. HCN may investigate any complaints or reported violation of this User Agreement or any other policy and take any action that it deems appropriate, which may include, but is not limited to, issuing warnings, suspending or canceling registration for the Service, denying access and/or removing any materials on the Site, including Listings.
Termination of Access.
The Service is provided at HCN's sole discretion. HCN may, at its sole discretion, terminate access by User to the Service without notice to User. HCN may also exercise this right to cancel the registration of Vendors who do not participate in the Service. HCN may also exercise this right to refuse the Service to a User whose activities regarding this Service may be considered to be questionable by HCN.
Modifications to Service.
HCN reserves the right to modify or discontinue the Service or any part of the Service with or without notice to User. HCN shall not be liable to User or any third party should HCN exercise its right to modify or discontinue the Service or any part of this Service.
No Resale of the Service.
User's right to use the Service is solely for the purpose described herein, and may be exercised only by User. User agrees not to resell the Service without the express written consent of HCN.
Non-compliance.
If User objects to any of the terms of this User Agreement or any amendments thereto as provided in Section 20, or is dissatisfied with the Service in any way, User must discontinue use of the Service and terminate Service membership by notice to HCN.
20. Amendment to User Agreement.
User acknowledges that HCN may at any time modify the User Agreement, any Service features, benefits or rules, by posting the amended terms on the Site even though changes may affect User. All amended terms shall be effective upon being posted on this site. Except as aforementioned, the User Agreement may not be otherwise amended except in writing signed by User and HCN. This Agreement was last revised on the date first written above.
Amendment to User Agreement.
User acknowledges that HCN may at any time modify the User Agreement, any Service features, benefits or rules, by posting the amended terms on the Site even though changes may affect User. All amended terms shall be effective upon being posted on this site. Except as aforementioned, the User Agreement may not be otherwise amended except in writing signed by User and HCN. This Agreement was last revised on the date first written above.
Report Violations.
To report a violation of the User Agreement, the User should contact centremagazine.com by emailing shoy@centremagazine.com.
Questions about Purchase Orders or the Service.
If User has any questions about the Service or User Agreement, the User should contact centremagazine.com via e-mail forms available on the Site.
Currency.
All monetary amounts referred to in this agreement, in all purchasing and Listings on the Site, shall be deemed to be in Canadian dollars unless otherwise indicated.
Entire Agreement.
This User Agreement comprises the entire agreement between User and HCN and supersedes all prior agreements between the parties regarding the subject matter contained herein.
Arbitration.
1. Resolution of Disputes.
  Any controversy, dispute or claim arising out of or in connection with this User Agreement, including the arbitrability of any dispute, shall be settled by final and binding arbitration conducted in Toronto in accordance with the laws of Ontario before a single arbitrator (the "Arbitral Tribunal") appointed in the manner described below.
2. Arbitration Procedures.
  The arbitration shall be commenced and the arbitrators shall be appointed as follows:
  The party wishing to initiate arbitration shall deliver written notice to the other party in the manner prescribed by this Agreement. The notice of arbitration shall contain a statement of claim including the following:
  1. a demand that the dispute be referred to arbitration;
  2. a description of the claim and an indication of the facts supporting it;
  3. the relief sought and the amount claimed; and
  4. the name of the proponent’s proposed arbitrator.
  The party receiving notice shall, within twenty days after commencement of the arbitration, respond to the claimant by submitting a response to the issues raised in the notice of arbitration, which response shall include a counterclaim, if any, and confirmation that the proposed arbitrator is acceptable or else the name of its proposed arbitrator. If the parties are unable to agree upon the arbitrator, the parties shall apply to the appropriate Ontario court for appointment.
3. Obligations and Expenses.
  In the event of a dispute, the parties shall continue to perform their respective obligations under the User Agreement, including during the arbitration proceedings or until the Arbitral Tribunal orders otherwise. The parties further agree that the expenses of any arbitration, including those of the Arbitral Tribunal and respective lawyers’ fees, shall be borne exclusively by User and User shall reimburse HCN for all expenses incurred in the arbitration.
DISCLAIMER OF WARRANTIES.
USER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT USER’S SOLE RISK. THE SERVICE AND THE ITEMS AND PRODUCTS SOLD THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND MAKES NO WARRANTY THAT POSTINGS WILL BE CORRECTLY PROCESSED OR ACCEPTED OR THAT THE SERVICE WILL BE FREE OF TECHNICAL DIFFICULTIES. HCN EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTIBLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICE AND ANY ITEMS OR PRODUCTS SOLD THROUGH THE SERVICE. Some states or jurisdictions do not allow disclaimer of implied warranties or conditions, so the foregoing disclaimer may not apply to User. This Warranty gives you specific legal rights and you may also have other legal rights which vary from jurisdiction to jurisdiction. HCN MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES HCN MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
LIMITATION OF LIABILITY.
HCN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES HOWEVER DERIVED, INCLUDING BUT NOT LIMITED TO THE FOLLOWING:
1. THOSE ARISING FROM THIS USER AGREEMENT, THE USE OR THE INABILITY TO USE THE SERVICE OR FROM ANY PRODUCT SOLD THROUGH THE SERVICE,
2. AS A RESULT OF THE FAILURE OF THE SYSTEM TO PROCESS OR ACCEPT A A LISTING,
3. BY REASON OF HCN’S REMOVAL OF AN ITEM FROM THE SERVICE, HALTING BIDDING DURING ITS PROGRESS, REMOVING, SCREENING OR EDITING ANY MATERIALS OR CONTENT ON THE SITE OR REFUSING TO PROCESS ANY INFORMATION NECESSARY TO ENTER INTO OR COMPLETE A TRANSACTION OR SUSPENDING A TRANSACTION AFTER PROCESSING HAS BEGUN,
4. AS A RESULT OF THE EXERCISE OF HCN’S RIGHT TO MODIFY OR DISCONTINUE THE SERVICE OR ANY PART OF THE SERVICE, OR
5. FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO, OR ALTERATION OF LISTER'S TRANSMISSIONS OR DATA, AND INCLUDING BUT NOT LIMITED TO, DAMAGES ARISING AS A RESULT OF THE NEGLIGENCE OF HCN, OR DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF HCN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL HCN’S LIABILITY FOR ANY CLAIM UNDER THIS USER AGREEMENT OR RELATED TO THE SUBJECT MATTER OF THIS USER AGREEMENT EXCEED THE AMOUNT OF MONEY ACTUALLY PAID BY SELLER TO HCN HEREUNDER.
Indemnification.
User agrees to indemnify and hold HCN, its parents, partners, subsidiaries, affiliates, officers, employees, representatives and agents, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of User's employment of the Service, the violation of this User Agreement by User, or the infringement by User of any intellectual property or other right of any person or entity. For greater certainty, but without limiting the general applicability of Section 25, User’s obligations under this indemnification provision apply notwithstanding that the damages for which User is obligated to indemnify pursuant to this Section may have been caused by an individual, other than User, who used User’s computer.
Notice.
Any notice required to be given or made under this User Agreement must be in writing and will be effectively given and made (a) if in the case of User, delivered to the mailing address or e-mail address contained in the Registration Data, and (b) if in the case of HCN, (i) delivered personally; (ii) sent by prepaid courier service or mail to 12 Concorde Place, Suite 800, North York, Ontario M3C 4J2, (iii) sent by fax, or; (iv) sent by e-mail. Any communication delivered personally or by fax will be deemed to have been given or made and to have been received on the day of delivery or on the day of faxing, provided that such day is a business day and the communication is delivered or faxed prior to 4:30 p.m. on such day. Otherwise the delivery or faxing will be deemed to have been made and to have been received on the next following business day. Any communication sent by e-mail will be deemed to have been made and to have been received 24 hours after the e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Any communication sent by mail will be deemed to have been given and made and to have been received on the fifth business day following the mailing thereof; provided however that no such communication will be mailed during any actual or apprehended disruption of postal services.
Governing Law and Attornment.
This User Agreement shall be governed by and construed in accordance with the laws of the province of Ontario and the laws of Canada applicable in the Province of Ontario and will be treated, in all respects, as an Ontario contract. Subject to Section 25, User agrees to submit to the exclusive jurisdiction of the courts of the province of Ontario, and for that purpose now irrevocably and unconditionally attorns and submits to the jurisdiction of such Ontario court. User further agrees that it irrevocably waives any right to, and will not, oppose any such Ontario action or proceeding on any jurisdictional basis, including forum non conveniens.
Provisions Unenforceable.
Any provision(s) of this User Agreement which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of the User Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. HCN may, to the extent possible, amend the User Agreement so as to give effect to the intent of the severed provision.
General.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
Waiver.
HCN’s failure to exercise or enforce any rights or provisions of this User Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by HCN by notice in writing.
Limitations on Actions.
User and HCN agree that any cause of action arising out of or related to the Service must commence within twelve (12) months after the cause of action arose; otherwise, such cause of action is permanently barred.