WEBSITE TERMS AND CONDITIONS OF USE
Acceptance of Agreement
IT IS IMPORTANT THAT YOU READ THESE TERMS AND CONDITIONS CAREFULLY. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, YOU MUST DISCONTINUE YOUR USE OF THE WEBSITE.
These Terms and Conditions of Use constitute a legally binding agreement between you and ChickAdvisor Inc. ("Chick") and govern your use of the website operated by ChickAdvisor and accessible at http://www.chickadvisor.com ("Website"), and any and all features, content, applications, RSS feeds, services and products provided in connection with or via the Website (collectively the "Services"). Every access to, or other use of, this Website, whether you are a "Visitor" (which means that you simply browse the Website) or you are a "Member" (which means that you have registered with the Website), signifies your acceptance and agreement, without limitation or qualification, to be bound by these Terms and Conditions of Use and such other additional or alternative terms, conditions, rules and policies which are displayed, or to which you may be directed, in connection with this Website or any of the Services, as such may be modified by Chick from time to time (collectively the "Agreement"). Please note that the Agreement may be modified from time to time without notice to you, so please check this web page on every visit to the Website. Your continued use of the Website will constitute your acceptance of any such modifications. If you wish to become a Member, communicate with other Members, and make use of certain Services not available to Visitors, you must indicate your acceptance during the Website registration process. For the purposes of this Agreement, the term "User" means a Visitor or a Member.
THE WEBSITE AND SERVICES ARE SOLELY DIRECTED TO INDIVIDUALS OF THE AGE OF MAJORITY LOCATED IN CANADA WHO CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW. THE WEBSITE MAY NOT BE USED BY PERSONS IN JURISDICTIONS WHERE ACCESS TO OR USE OF THE WEBSITE OR ANY PART OF IT MAY BE ILLEGAL OR PROHIBITED. IT IS SOLELY YOUR RESPONSIBILITY TO DETERMINE WHETHER YOUR USE OF THE WEBSITE IS LAWFUL, AND YOU MUST COMPLY WITH ALL APPLICABLE LOCAL LAWS. IF YOU DO NOT HAVE LEGAL STANDING TO AGREE TO AND ACCEPT THIS AGREEMENT YOU MAY NOT USE THIS WEBSITE.
Responsibility for Minors
In cases where you have authorized a minor to use the Website or any of the Services, you recognize that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor's access to and use of the Website or any of the Services; and (iii) the consequences of any misuse by the minor. You acknowledge that some of the areas of the Website may contain material that is inappropriate for minors.
Ownership and Limited Use License
All materials displayed or otherwise accessible through the Website or Services, including without limitation, articles, text, photographs, images, icons, designs, illustrations, audio clips, video clips, computer software, applications, and code (collectively, the “Content”) are protected under Canadian and international copyright, trade secret, patent, trademark, and other applicable intellectual property laws. You acknowledge that Chick, and applicable third parties, own and retain all right, title and interest (including without limitation all worldwide copyright, trade secret, patent and trademark rights) in and to the Website, Services, and Content. Without limiting the foregoing, you specifically acknowledge that Chick owns and retains all right, title and interest (including without limitation all worldwide copyright, trade secret, patent and trademark rights) in and to Chick Content, the Website as a collective work and/or compilation pursuant to Canadian and international laws, and the “look and feel” of the Website (including without limitation all page headers, colour schemes, graphics, button icons and scripts). For the purposes of this Agreement, “Chick Content” means all Content, exclusive only of Content licensed from or contributed by third parties (“Third Party Content”) and your own “Submissions” to the Website (as defined below).
Subject to the terms and conditions of this Agreement, Chick hereby grants you a limited, revocable, non-sublicensable, non-transferable license to reproduce and display the Content (excluding any software code) solely for your lawful, personal, private and non-commercial use in connection with viewing the Website and using the Services, provided that you: (i) do not modify, or make any derivative uses of, any of the Website pages or other Content, or any part thereof, (ii) mark any displays or printouts of the Website or Content, or any part thereof, with "© 2006-2011, ChickAdvisor, Inc. All rights reserved.", (iii) do not remove or alter any visible or non-visible identification marks, copyright, trademark, proprietary or other notices, or disclaimers contained on or in the Website or Content, (iv) abide by all copyright and other proprietary notices, information and restrictions contained on or in the Website or Content, (v) do not use any data mining, robots or similar data gathering or extraction methods, (vi) do not use the Website or Content other than for its intended purpose, and (viii) do not reproduce, prepare derivative works from, distribute or display the Website or any Content (except for page caching), except as provided herein. Notwithstanding the foregoing, your use of the Website does not grant or transfer to you any ownership or other rights in the Website or any Content, and except as expressly provided, nothing herein or within the Website or any of the Services shall be construed as conferring to you or any other person any license under any of Chick's or any third party's intellectual property rights (whether by estoppel, implication, waiver, or otherwise). Except for your own Submissions, or as otherwise expressly permitted herein, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content, or use of any portion of the Website or Content without the prior written permission of Chick.
ChickAdvisorTM, ChickAdvisor.comTM, and “Love It. Share It. Rate It. TM” are trademarks of ChickAdvisor, Inc. All other products, services, brands, company names and logos used on the Website are the trademarks or registered trademarks of their respective owners. Any use of any of the marks appearing on the Website without the express written consent of Chick or the owner of the mark, as appropriate, is strictly prohibited. While certain trademarks of third parties may be used by Chick under license, the display of third-party trademarks on the Website should not be taken to imply any relationship or license between Chick and the owner of said trademark or to imply that Chick endorses the wares, services or business of the owner of said trademark.
Chick permits other websites to link to the Website but the framing of the Website or any Content in any form and by any method is strictly prohibited. Further and notwithstanding the foregoing, Chick reserves the right to cancel and revoke the permission to any party to link to the Website at any time, for any reason, without any notice, and without any liability to such party or any other person. If you have any questions about linking to the Website, please contact info [at] chickadvisor.com.
The Web site may provide features that allow you to post messages and content, to interact with the Website and other users (e.g. forums, discussion boards) and to upload files, documents or other materials (collectively the “Submissions”). When using any of the features of the Website which allow you to post, upload or make Submissions, it is a condition of your use of the Website that you observe the rules of netiquette and that you do not: (i) restrict or inhibit any other User from using and enjoying the Website, interfere or attempt to interfere with the proper workings of the Website, or do anything which in the sole discretion of Chick imposes an unreasonable or disproportionately large load on the Website infrastructure; (ii) post or transmit any unlawful, false, misleading, threatening, abusive, libellous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including, without limitation, any Submission constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any local, state, provincial, national or international law or regulation; (iii) post or transmit any Submission, including, without limitation, articles, images, stories, software or other material, which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights or which is protected by any intellectual property rights, including, without limitation, copyright, patent, trade secret, trademark or other proprietary rights, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder; (iv) post or transmit any Submission that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual, could be harmful to minors, harasses or advocates harassment of another person, provides material that exploits people under the age of 18 in a sexual or violent manner, provides instructional information about illegal activities, including, without limitation, the making or buying of illegal weapons; (v) post or submit any Submission which solicits from or provides to other Users passwords, telephone numbers, photographs, street addresses, email addresses or other personal identifying information for commercial or unlawful purposes; (vi) post or transmit any Submission which contains a virus or other harmful component, or provides or creates computer viruses; (vii) post or transmit junk mail, chain letters, unsolicited mass mailing or spam; or (viii) use the Website for commercial purposes without Chick’s prior written consent, including, without limitation, posting, uploading or transmitting any Submissions which contain advertising or which engage in commercial activities and/or sales, or which involve contests, sweepstakes, barter, advertising, and/or pyramid schemes.
By posting, emailing or uploading Submissions to the Website, you grant Chick a royalty-free, perpetual, non-exclusive, irrevocable, unrestricted, worldwide license to: (i) use, reproduce, store, adapt, translate, modify, create derivative works from, transmit, distribute, publicly perform or display such Submissions for any purpose; and (ii) to sublicense to third parties the unrestricted right to exercise any of the foregoing rights. In addition to the grant of the above license, you hereby (i) agree to waive all moral rights in and to any Submission; (ii) consent to your name appearing as the contributor of any Submission, where applicable, and to the disclosure and/or display of such information and any other information which appears in or is associated with a Submission; (iii) acknowledge and agree that Chick is not responsible for any loss, damage, or corruption that may occur to your Submissions; and (iv) acknowledge and agree that any Submissions you provide for display on the Website will be considered non-confidential.
Chick is not responsible for the content of any Submission. Submissions represent the views and opinions of the Member(s) posting the Submission and do not represent the views or opinions of Chick. While Chick is under no obligation to investigate any complaint regarding any Submission, it may, in its sole discretion, investigate complaints and take any actions it deems appropriate in the circumstances, including, without limitation, removing the offending communication from the Website and terminating the Member’s right to access and use the Website (or any portion thereof).
Once you register as a Member, you are solely responsible for your interactions with other Members. Chick reserves the right, but has no obligation, to monitor disputes between you and other Members.
Claims of Copyright Infringement
If you believe that material posted on the Website infringes upon any copyright that you own or control, or that any link on the Website directs Users to another website that contains materials that infringe upon any copyright that you hold or control, you may file a notification of such infringement with Chick as set forth below:
Director of Content, ChickAdvisor Inc., 96 Spadina Avenue Suite 504, Toronto, ON, M5V 2J6, Canada, info [at] chickadvisor.com.
Chick may give notice of a claim of copyright infringement to its Users by means of a general notice on the Website, electronic mail to a User's email address as reflected in Chick’s records, or by written communication sent by first-class mail to a User's address as reflected in Chick’s records. Chick has adopted a policy of terminating, in appropriate circumstances and at Chick's sole discretion, Members who are deemed to be repeat infringers of third party rights. Chick may also at its sole discretion limit access to the Website and/or terminate the accounts of any Members who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Registration and Passwords
Please note that information sent or received over the Internet is generally unsecure and Chick cannot and does not make any representation or warranty concerning security of any communication to or from the Web site or any representation or warranty regarding the interception by third parties of personal or other information.
The Website may provide RSS (really simple syndication) feeds (“RSS Feeds”) as part of the Services to allow you to obtain certain parts of the Content in XML format ("RSS Content") for display on designated pages of your website (“Your Website”). If you subscribe for the RSS Feeds, you acknowledge that any use of the RSS Feeds and RSS Content is subject to the terms set out herein and by subscribing to the RSS Feeds you are agreeing to be bound by the terms of this Agreement including without limitation the terms set out in this section.
RSS Feeds are offered by Chick for non-commercial use. Subject to the terms and conditions of this Agreement, Chick grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license solely to incorporate and display RSS Feeds as provided by Chick onto Your Website under the exclusive title ChickAdvisor Hotlist. These limited rights shall be automatically and immediately revoked upon any termination of this Agreement. Any other uses, including without limitation the incorporation of advertising into or the placement of advertising associated with or targeted towards the RSS Content, are strictly prohibited. You must use the RSS Feeds as provided by Chick, and you may not edit or modify the text, content or links supplied by Chick in any way. You are responsible, at your cost, to create or apply software so that any person you permit to click on ChickAdvisor Hotlist links on Your Web site ("Your User") can pull down the related page from the Chick Website to Your User’s computer.
ANY USE, REPRODUCTION, ALTERATION, MODIFICATION, PUBLIC PERFORMANCE OR DISPLAY, UPLOADING OR POSTING ONTO THE INTERNET, TRANSMISSION, REDISTRIBUTION OR OTHER EXPLOITATION OF THE RSS FEEDS OR OF ANY RSS CONTENT, WHETHER IN WHOLE OR IN PART, OTHER THAN AS EXPRESSLY SET OUT HEREIN, IS PROHIBITED WITHOUT THE PRIOR WRITTEN PERMISSION OF CHICK. WITHOUT LIMITING THE GENERALITY OF THE RESTRICTIONS ABOVE, YOU SHALL NOT PROVIDE ACCESS TO THE RSS FEED OR RSS CONTENT FROM ANY MOBILE WIRELESS SERVICES OR ANY INTERACTIVE TELEVISION SERVICE.
You undertake to respect the integrity of the RSS Feeds and RSS Content and Chick trade marks. Furthermore, you undertake not to place the RSS Feeds and RSS Content in a context which would alter its meaning and such RSS Feeds and RSS Content must be clearly separate from any other content not provided by Chick. Each RSS Feed and RSS Content reproduced on Your Website already includes a clickable hyperlink to the relevant item on the Chick Website, which hyperlink must be used “as is” and may not be removed under any circumstances. You acknowledge that the RSS Feeds must link and redirect to the appropriate page on the Chick Website when a user clicks on the RSS Content (e.g. a headline). You shall not display the RSS Feeds or Content in such a manner that does not allow for successful linking and redirection to, and delivery of the appropriate Chick Website page, nor may you frame any page on the Chick Website. You may not insert any intermediate page, splash page or other content between the link from any RSS Feed or RSS Content and the applicable Chick Website page.
The RSS Feeds and all materials displayed or otherwise accessible through the RSS Feeds, including, without limitation, headlines, links, other source identifiers, articles, text, trade marks, computer software and code (individually or collectively, the “RSS Materials”) are protected under Canadian and international copyright, trade secret, patent, trademark, and other applicable intellectual property laws. You acknowledge that Chick owns and retains all right, title and interest (including without limitation all copyright, trade secret, patent and trademark rights) in and to the RSS Materials. Without limiting the generality of the foregoing, you acknowledge and agree that the RSS Feeds and RSS Content may not be used or reproduced except as provided herein without the consent of Chick.
Chick reserves the right to discontinue providing any or all of the RSS Feeds at any time and to require you to cease displaying, distributing or otherwise using any or all of the RSS Feeds for any reason including, without limitation, your violation of any provision of this Agreement.
Chick assumes no liability for any of your activities in connection with the RSS Feeds or for your use of the RSS Feeds in connection with Your Website or your use or Your User’s use of this Website or RSS Feeds. You agree to indemnify Chick against any claim by Your Users against Chick resulting from Your Website.
YOUR USE OF THE WEBSITE AND THE SERVICES IS AT YOUR OWN RISK.
THE WEBSITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION, WARRANTY OR CONDITION REGARDING THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY OF THE SERVICES OR THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY RELATED CONTENT, PRODUCT OR SERVICES. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CHICK MAKES NO CONDITION, REPRESENTATION OR WARRANTY THAT: THE WEBSITE WILL BE COMPATIBLE WITH YOUR COMPUTER AND SOFTWARE; THE WEBSITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; DEFECTS OR ERRORS IN THE WEBSITE WILL BE CORRECTED; THE INFORMATION AVAILABLE ON OR THROUGH THE WEBSITE WILL BE ACCURATE, COMPLETE, RELIABLE, SUITABLE OR TIMELY; THE USE OF THE WEBSITE, INCLUDING THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; THE TRANSMISSION OF INFORMATION TO AND FROM THE WEBSITE WILL BE SECURE; OR THE USE OF THE WEBSITE WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON.
No Advice or Endorsement
The Website provides a medium for user ratings and discussions of, and promotional information and advertisements relating to, products and services of third parties ("Third Party" or "Third Parties"). Chick is an independent operation and does not endorse, and makes no representation or warranty in respect of any product or service of a any Third Party.
THE WEBSITE AND SERVICES ARE PROVIDED FOR CONVENIENCE AND INFORMATIONAL PURPOSES ONLY.
THE WEBSITE AND SERVICES ARE NOT INTENDED TO BE A COMPREHENSIVE OR DETAILED STATEMENT CONCERNING ANY MATTERS ADDRESSED, AND REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION, BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE SHOULD NOT BE USED OR CONSTRUED AS AN OFFER TO SELL, A SOLICITATION OF AN OFFER TO BUY, OR AN ENDORSEMENT, RECOMMENDATION, OR SPONSORSHIP OF, ANY PRODUCT OR SERVICE OF A THIRD PARTY, BY CHICK. YOU SHOULD APPLY YOUR OWN JUDGMENT IN MAKING USE OF ANY SERVICES OR CONTENT PROVIDED ON OR THROUGH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE USE OF ANY INFORMATION CONTAINED THEREIN AS THE BASIS FOR ANY CONCLUSIONS. YOU BEAR RESPONSIBILITY FOR YOUR OWN RESEARCH AND DECISIONS REGARDING THE PURCHASE OF ANY PRODUCT OR SERVICE. CHICK DOES NOT PROVIDE OR GUARANTEE ANY ADVICE REGARDING THE SUITABILITY OR POTENTIAL VALUE OF ANY PARTICULAR PRODUCT OR SERVICE.
Further, and without limiting the foregoing, the Website may make available certain information provided by Users or Third Parties related to medicine and other health and fitness related matters ("Health Information"). Health Information is provided for educational and entertainment purposes only and should not be interpreted as a recommendation for a specific treatment plan, product or course of action. Use of Health Information does not replace consultations with a qualified medical, health or other relevant professional. You agree that all risk associated with the use of, or reliance on, any Health Information rests with you. You further agree that Chick will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any Health Information.
Third Party Content and Websites
The Website may provide links to websites operated by Third Parties ("Third Party Site(s)"). Chick is an independent operation and does not endorse, and makes no representation or warranty in respect of: (a) any Third Party Site; or (b) any information, content, product or service available on or through a Third Party Site.
Any correspondence, advertisement, purchase or promotion in relation to a Third Party, including without limitation the delivery of and the payment for Third Party products and/or services, and any other term, condition, warranty or representation associated with such correspondence, purchase or promotion, is solely between you and the applicable Third Party. Chick has no liability, obligation or responsibility in relation to any such correspondence, purchase, promotion or other dealing between you and any such Third Party. Chick provides links to Third Party Sites only as a convenience. Chick has no control over, and is not responsible for, any Third Party Sites, or other linked sites, and their content. You agree that it is your responsibility to review and evaluate all the content on such Third Party Sites, and that any and all risk associated with the use of, or reliance on, such content rests with you. Links do not imply that Chick sponsors, endorses, or is affiliated or associated with any Third Party, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links. Chick shall not be responsible or liable, directly or indirectly, for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, any content on any Third Party Site.
When you leave the Website, Chick’s terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. Without limiting the foregoing, as between you and Chick, the provisions of this Agreement under the sections headed Disclaimer, Limitation of Liability, and Indemnity apply, with all necessary modifications, to your dealings with any Third Parties and/or access to, and use of, any Third Party Sites.
YOU HEREBY RELEASE CHICK AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY LOSS OR DAMAGES THAT YOU INCUR, AND AGREE NOT TO ASSERT ANY CLAIMS AGAINST THEM, ARISING FROM YOUR PURCHASE OR USE OF ANY PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE WEBSITE OR BY THIRD PARTIES THROUGH THE WEBSITE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL CHICK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR ANY DAMAGES FOR LOSS OF USE, PRODUCTION, INCOME OR PROFITS (ANTICIPATED OR OTHERWISE), SAVINGS OR GOODWILL, ECONOMIC LOSS, OR OTHER INTANGIBLE LOSS, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE IN ANY DEGREE OR MISREPRESENTATION) OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE OR THE SERVICES (INCLUDING THE USE, INABILITY TO USE , OR PERFORMANCE OF THE WEBSITE OR ANY SERVICES), AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY CHICK, ITS EMPLOYEES OR REPRESENTATIVES, EVEN IF CHICK HAS BEEN ADVISED OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL CHICK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE FOR DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE IN ANY DEGREE OR MISREPRESENTATION), PRODUCT LIABILITY, STRICT LIABILITY OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, THAT EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO CHICK FOR ACCESS TO OR USE OF THE WEBSITE AND SERVICES EVEN IF CHICK HAS BEEN ADVISED OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
YOU EXPRESSLY ACKNOWLEDGE THAT CHICK HAS ENTERED INTO THIS AGREEMENT, AND HAS AND WILL MAKE THE WEBSITE AND SERVICES AVAILABLE TO YOU, IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CHICK. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN WILL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF, A FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY, OR TERMINATION OF THIS AGREEMENT.
PLEASE NOTE THAT THE DISCLAIMER OF CERTAIN WARRANTIES AND THE LIMITATION OF CERTAIN LIABILITIES IS PROHIBITED BY LEGISLATION IN SOME JURISDICTIONS. SUCH LEGISLATIVE LIMITATIONS MAY APPLY TO YOU.
You agree to defend, indemnify and hold Chick, its affiliates, suppliers, licensors, co-branders, information providers, service providers, partners, directors, officers, employees, agents, representatives, and their respective successors and assigns, harmless from and against any and all liabilities, claims, costs and expenses, including without limitation reasonable attorneys' fees and expenses, in connection with any claim or demand arising from, related to, or in connection with, your: (a) violation of this Agreement, (b) use of, or inability to use, the Website or any of the Services, or (c) use of, reliance on, placement, posting or transmission of, any Services available on or through the Website. Further, you will assist and cooperate as fully as reasonably required by Chick in the defence of any such claim or demand.
If you breach any provision of this Agreement, you may no longer use the Website. Chick may, in its sole discretion, modify, change, suspend or terminate, temporarily or permanently, the Website or any part of it or any of its Services at any time, for any reason, without any notice or liability to you or any other person. If this Agreement or your permission to use the Website is terminated by you or Chick for any reason, this Agreement will nevertheless continue to apply and be binding upon you in respect of your prior use of the Website and anything connected with, relating to or arising from such use. If you are dissatisfied with the Website, any of the Services, or with this Agreement, including any terms, conditions, rules, policies, guidelines, or practices of Chick in operating the Website and the Services, your sole and exclusive remedy is to discontinue using the Website and the Services. The Disclaimers, Limitation of Liability, Indemnity, Governing Law, Miscellaneous and Ownership provisions in this Agreement shall survive any termination of this Agreement.
Chick controls and operates the Website from its offices in Toronto, Canada and makes no representation that the materials are appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all Content, Services and other materials found on this Website are solely directed to individuals located in Canada. If you use this Website from outside Canada, you are entirely responsible for compliance with applicable local laws. This Agreement, your use of the Website, and all related matters shall be governed solely by the laws of the Province of Ontario, Canada and the applicable federal laws of Canada, without regard to the conflicts of law provisions of any jurisdiction. You hereby irrevocably submit to the exclusive jurisdiction of the provincial and federal courts of the Province of Ontario located in the City of Toronto in relation to all disputes arising from or related to this Agreement, your use of the Website and any related matters.
This Agreement constitutes the entire agreement between Chick and you pertaining to your use of the Website and the Services and supersedes any prior agreements between you and Chick. Chick's failure to insist upon or enforce strict performance of any right or provision of the Agreement shall not constitute, or be construed as, a waiver of any right or provision. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace the original provision with a valid and enforceable provision that will achieve, to the extent possible, the same purposes of the original provision. The balance of this Agreement shall be enforceable in accordance with its terms. You and Chick are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement or your use of the Website. The provisions of this Agreement shall enure to the benefit of, and be binding upon, Chick and its respective successors and assigns and related persons and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without the express prior written consent of Chick, which may be withheld in Chick's sole discretion. Chick may assign this Agreement and its rights and obligations under this agreement without your consent. Any rights not expressly granted by this Agreement are reserved to Chick. The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s'y rapportent soient redigés en anglais.
Questions and Comments
If you have any questions regarding these Site Terms or your use of the Site, please submit them to us by using our online form.