Website Terms of Use

These Barley Website Terms of Use constitute a legal agreement and are entered into by and between you and Barley Inc. (“Barley”, “we”, “us”, “our”). The following terms of use, together with any other  terms they expressly incorporate by reference, (collectively, “Terms of Use”) govern your access to and use of: (a) our website located at www.barley.io (the “Website”), including any content, functionality, and services offered on or through the Website; and (b) any text, pictures, media, data, information, and other materials or content contained on or provided through the Website (collectively, the “Content”). The terms “you” or “your” refer to the individual or entity browsing, installing, downloading, accessing, or otherwise using the Website or Content (“use” or “using” in these Terms of Use will mean any of the foregoing).

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BY USING THE WEBSITE OR BY CLICKING TO ACCEPT THE TERMS OF USE, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS OF USE.  BY USING THIS WEBSITE, YOU REPRESENT AND WARRANT THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY UNDER APPLICABLE LAW TO FORM A BINDING CONTRACT WITH BARLEY AND MEET ALL OF THE FOREGOING ELIGIBILITY REQUIREMENTS. IF YOU DO NOT MEET ALL OF THESE REQUIREMENTS, YOU MUST NOT ACCESS OR USE THE WEBSITE. IF YOU ARE USING THE WEBSITE ON BEHALF OF A PERSON OR AN ENTITY, YOU REPRESENT AND WARRANT TO US THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR SUCH ENTITY TO THESE TERMS OF USE.

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These Terms of Use do not alter in any way the terms or conditions of any other agreements you may have with us in respect of any products, applications, services, or otherwise.

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1. Changes to these Terms of Use and the Website 

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1. Except where prohibited by applicable law, we may, in our sole discretion, change these Terms of Use from time to time and at any time by posting a new version to the Website. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Website. You agree to periodically review the Terms of Use in order to be aware of any such modifications. Your continued access to or use of the Website after any changes to these Terms of Use indicates your acceptance of such changes.
   
   
2. We reserve the right to discontinue the Website or change, withdraw or terminate the Content on the Website at any time, without notice. We will not be liable if, for any reason, all or any part of the Website is restricted to users or unavailable at any time or for any period.

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2. Privacy

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You consent to the collection, use, reproduction, hosting, transmission and disclosure of your personal information as described in and in compliance with our privacy policy, found at www.barley.io/privacy (“Privacy Policy”). 

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3. Third Party Sites

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The Website may provide links to third party websites. Barley makes no representations about any other websites that may be accessed from this Website.  Barley does not endorse the information contained in those websites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. You are subject to any terms and conditions of such third-party websites.  The content in any linked website is not under Barley's control and if you choose to access any such website, you do so entirely at your own risk. 

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4. Your Use of the Website

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You are required to ensure that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

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5. Ownership; Reservation of Rights

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1. The Website, Content and its entire contents, features and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection and arrangement, are owned by us, our licensors or other providers of such material and are protected in all forms by intellectual property laws, including without limitation copyright, trademark, patent, trade secret, and any other proprietary rights and treaty provision laws.
   
   
2. The Barley name and all related names, logos, product and service names, designs, images and slogans are our trademarks or our affiliates or licensors. You must not use such marks without our prior written permission. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on this Website, are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.
   
   
3. You will not modify copies of any Content or materials from this Website nor delete or alter any copyright, trademark or other proprietary rights notices from copies of Content or materials from this Website. 

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6. Website Monitoring and Enforcement, Suspension, and Termination

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Barley has the right, without provision of notice to:

1. Take appropriate legal action, including without limitation referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Website. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website; and 
2. Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation any violation of these Terms of Use.

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7. No Reliance

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The Content on our Website is provided for general information purposes only. It is not intended to amount to advice on which you should rely. Your use of the Website is at your own risk and neither Barley nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of this Website. All statements or opinions expressed in any such third-party content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials.

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8. Disclaimer of Warranties

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THE WEBSITE, ITS CONTENT OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NEITHER BARLEY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE WEBSITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE BARLEY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.  

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9.  Indemnities and Limitation of Liability

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE  LAW, UNDER NO CIRCUMSTANCE WILL WE NOR OUR WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES AND SERVICES PROVIDERS AND ANY SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH BARLEY, THE “BARLEY PARTIES”)  BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, EVEN IF WE WERE ALLEGEDLY ADVISED OR HAD REASON TO KNOW THAT SUCH DAMAGES MIGHT OCCUR. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BARLEY PARTIES TOTAL AGGREGATE LIABILITY IN CONNECTION WITH YOUR USE OF, OR INABILITY TO MAKE USE OF, THE WEBSITE OR CONTENT, EXCEED $100 USD.   FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY DEFEND, INDEMNIFY AND HOLD HARMLESS THE BARLEY PARTIES FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES OR FEES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO YOUR BREACH OF THESE TERMS OF USE OR YOUR USE OF THE, INCLUDING, BUT NOT LIMITED TO, YOUR DATA, YOUR CONTENT, THIRD-PARTY SITES, ANY USE OF THE WEBSITE’S CONTENT, THIRD-PARTY CONTENT, THIRD-PARTY SITES, SERVICES AND PRODUCTS OTHER THAN AS EXPRESSLY AUTHORIZED IN THESE TERMS OF USE.

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10. No Unlawful or Prohibited Use

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You will not, without our prior written permission, use the Website and the Content for purposes other than your own personal non-commercial use and benefit. You may not frame the Website or the Content or any part thereof on any commercial or non-commercial internet web site. You acquire absolutely no rights or licenses to the Website or the Content other than the limited right to use the Website and the Content in accordance with these Terms of Use. You agree that you will not use the Website for any purpose that is unlawful. Except as expressly provided in these Terms of Use, any reproduction, retransmission, distribution, sale, republication, modification, translation of or creation of derivative works based on the Website or the Content, in whole or in part, and any decompilation disassembly, reverse engineering or other exploitation of the Website, without prior written permission, is strictly prohibited.

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11. Geographic Restrictions 

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Barley is based in the province of Ontario, Canada. We provide this Website and Content for use only by persons located in Canada. This Website or Content is not intended for use in any jurisdiction where its use is not permitted. If you access the Website and Content from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

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12. General Provisions

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1. Choice of Law. Except as restricted by applicable law, the Website and these Terms of Use will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision and  notwithstanding your domicile, residency or physical location.  Any action or proceeding arising out of or relating to this Website and under these Terms of Use will be instituted in the courts of Toronto, Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

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2. Entire Agreement and Interpretation. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Website. In these terms “include” or “including” means including “without limitation.” 

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3. Waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms of Use operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

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4. Severability. If any term or provision of these Terms of Use is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction.

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5. Assignment. You will not assign these Terms of Use to any third party without our prior written consent. Any assignment in violation of this Section will be void. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.

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6. English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

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13. Contact

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If you have any questions or comments regarding these Terms of Use or have feedback, comments, requests for technical support and other communications relating to the Website please contact us at legal@barley.io. 

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Last Updated: November 7, 2022

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