IMPORTANT — PLEASE READ CAREFULLY: THIS IS AN AGREEMENT BETWEEN YOU AND LUKK PARNTERS INC. O/A CALLIGARIS TORONTO STORE, A COMPANY INCORPORATED UNDER THE FEDERAL LAWS OF CANADA WITH OFFICES LOCATED IN TORONTO, ONTARIO, CANADA (“CALLIGARIS TORONTO STORE”).
ALTHOUGH CALLIGARIS TORONTO STORE MAY ATTEMPT TO NOTIFY YOU WHEN MAJOR CHANGES ARE MADE TO THIS AGREEMENT, IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THE MOST UP-TO-DATE VERSION AVAILABLE ON THE WEBSITE. CALLIGARIS TORONTO STORE MAY, IN ITS SOLE DISCRETION, MODIFY OR REVISE THIS AGREEMENT IN WHOLE OR IN PART AT ANY TIME, AND YOU AGREE TO BE BOUND BY SUCH MODIFICATIONS AND REVISIONS IMMEDIATELY WHEN THEY ARE POSTED ON THE WEBSITE.
LIMITED PERMITTED USE. Subject to the terms of this Agreement, Calligaris Toronto Store hereby grants to you a limited, personal, non-transferable, non-exclusive right to access, use and display the Website (including any updates, enhancements or modifications to the Website made available by Calligaris Toronto Store to you from time to time on an as-available basis) via the Internet, solely in object code format and for your own personal or internal business purposes. Your right to use the Website is limited to those rights expressly set out in this Agreement.
RESTRICTIONS ON USE. You shall: (a) not reproduce the Website; (b) not assign this Agreement or rent, sell, publish, distribute, communicate, transfer, lease, export or grant a sublicense to use the Website except as and when authorized to do so by Calligaris Toronto Store in writing; not modify, translate, reverse engineer, decompile, disassemble or make derivative works of the Website; (d) not use the Website to operate a service bureau or otherwise use the Website except as authorized herein; (e) not network the Website or otherwise access the Website from more than one computer, per name and email address, at any one time; (f) use the Website in accordance with any minimum hardware, software and/or system requirements set out therein; (g) not use the Website for any tortious or unlawful purpose, including accessing any other system or network without authorization or transmitting any material (i) in violation of applicable laws (including copyright and privacy laws), (ii) constituting unauthorized use or disclosure of a trade secret or (iii) reasonably interpretable as threatening, libelous, offensive, pornographic, profane or obscene; (h) not submit and/or post any content, information or other materials that contain a virus, Trojan horse, worm or other harmful or disruptive component or otherwise use the Website in any way that subverts, conflicts or interferes with the integrity, security or operation of the Website or the system(s) from which the Website is being made available; (i) provide Calligaris Toronto Store with accurate, complete and up-to-date information when purchasing products, subscribing to a news feed or submitting User Submissions; (j) not use the Website if you are a minor; and (k) take all reasonable precautions to prevent third parties from using the Website or your name or email address in any way that would constitute a breach of this Agreement.
USER INFORMATION AND ONLINE PURCHASES
USER SUBMISSIONS. The Website provides various opportunities for you and other users to submit questions and/or other content to Calligaris Toronto Store, including comments, links, documents and other information and materials. You acknowledge that you are responsible for the content, information and other materials that you submit via the Website (collectively, “User Submissions”), and that you, and not Calligaris Toronto Store, have full responsibility for User Submissions, including their legality, reliability, appropriateness, originality and copyright. You hereby grant to Calligaris Toronto Store and its affiliates and contractors (collectively, “Representatives”) a limited, worldwide, perpetual, irrevocable, non-exclusive, royalty-free right to use any User Submissions, in any medium whatsoever, for the purpose of responding to you and implementing any relationship that may develop between you and Calligaris Toronto Store. You hereby represent, warrant and covenant that: (i) you have the right(s) required to grant the license granted in this Section 3.A; (ii) the User Submissions shall be free from defects, viruses, Trojan horses, worms and other harmful or disruptive components; and (iii) the User Submissions shall otherwise comply with the restrictions in Section 2 above. You hereby irrevocably and unconditionally waive in favour of Calligaris Toronto Store and its successors in interest all moral rights (including the right to attribution of authorship and to restrain any distortion of the work) in any User Submissions. Notwithstanding any other term or condition of this Agreement, and without limiting any of Calligaris Toronto Store’s other rights and remedies hereunder, Calligaris Toronto Store shall have the right to immediately destroy any User Submissions without notice to you if you breach any of the foregoing representations, warranties and covenants, without any liability to you for such destruction.
Calligaris Toronto Store may review or monitor content, information and other material that is submitted via the Website. However, Calligaris Toronto Store is under no obligation to do so and will not assume liability or responsibility for any content, information or other material submitted by users via the Website in any area. Calligaris Toronto Store shall have the right (but not the obligation) in its sole discretion to refuse or destroy any User Submissions. Calligaris Toronto Store will fully cooperate with any legal obligation to disclose the identity of anyone submitting unlawful, threatening, libellous, obscene, pornographic, profane or otherwise offensive or illegal materials via the Website.
ONLINE PURCHASES. All products listed in Calligaris Toronto Store’s online shop are available for purchase by the major credit cards indicated therein. Prices are in Canadian dollars and exclusive of all taxes, duties, customs, levies and brokerage fees. Applicable Canadian federal and/or provincial taxes and shipping charges (but excluding any other taxes, duties, customs, levies or brokerage fees) will be added to the cost of your purchase, and the total amount charged to your credit card, immediately upon check-out. Any other applicable taxes, duties, customs, levies or brokerage fees will be your sole responsibility. Your purchases will be delivered, and are eligible for return and exchange, in accordance with the Shipping & Returns Policy. Without limiting any other term of this Agreement, you hereby represent, warrant and covenant that you have the right to provide all credit card and other information provided at check-out and that all such information is accurate, complete and up-to-date and otherwise provided in compliance with Section 2 above.
OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS. You acknowledge that Calligaris Toronto Store and its licensees/licensors are the owners of all intellectual property rights in the Website and any materials, logos, names and other supporting materials provided to you by Calligaris Toronto Store in connection with the Website. No title to the intellectual property rights in the Website, or any supporting materials provided to you by Calligaris Toronto Store in connection with the Website, is transferred to you or any third party by this Agreement. You agree not to display or use in any manner the Calligaris or third party trade-marks, trade names, logos, product names, service names or icons featured on the Website (the “Marks”), which are the property of their respective owners. Without limiting the generality of the foregoing, the display of the Marks on the Website does not convey or create any license or other rights in the Marks and any unauthorized use of the Marks is strictly prohibited.
THIRD PARTY CONTENT. The Website may contain links to third party websites. The inclusion of any linked website does not imply approval, endorsement or recommendation of the material on such website or any association with its operators by Calligaris Toronto Store. Your use of any hypertext link is entirely at your own risk.
INFORMATIONAL PURPOSES, ONLY. THE INFORMATION PROVIDED BY THE WEBSITE IS NOT INTENDED AS A SOURCE OF MEDICAL, HEALTH, NUTRITIONAL OR OTHER ADVICE. SUCH INFORMATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL ADVICE, ASSESSMENT AND EVALUATION. YOU AGREE THAT YOU MUST EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH, THE USE OF ANY INFORMATION, INCLUDING ANY RELIANCE ON THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS OR APPROPRIATENESS OF SUCH INFORMATION. THIS INCLUDES THE FOLLOWING: (A) UNSOLICITED INFORMATION OF A GENERAL, MEDICAL, HEALTH OR NUTRITIONAL NATURE; (B) INFORMATION GENERATED IN RESPONSE TO INQUIRIES BY YOU OR OTHER USERS OF THE WEBSITE; CONTENT THAT IS SUBMITTED VIA THE WEBSITE BY YOU OR OTHER USERS OF THE WEBSITE; AND (D) THIRD PARTY CONTENT THAT IS MADE AVAILABLE ON, OR OTHERWISE ACCESSIBLE THROUGH, THE WEBSITE BY CALLIGARIS TORONTO STORE. YOU SHOULD CONSULT A QUALIFIED PROFESSIONAL BEFORE MAKING ANY DECISION OR TAKING ANY ACTION THAT MIGHT AFFECT YOUR OR YOUR BABY’S HEALTH OR WELL-BEING.
NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE WEBSITE (INCLUDING ANY CONTENT SUBMITTED BY YOU OR OTHER USERS VIA THE WEBSITE AND ANY THIRD PARTY WEBSITES THAT YOU MAY LINK TO THROUGH THE WEBSITE) IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE IS WITH YOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CALLIGARIS TORONTO STORE DOES NOT WARRANT THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.
INDEMNITY. YOU HEREBY AGREE, DURING THE TERM OF THIS AGREEMENT AND AFTER THE TERMINATION HEREOF, TO INDEMNIFY AND SAVE CALLIGARIS TORONTO STORE ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, AGENTS AND CONTRACTORS (COLLECTIVELY, THE “INDEMNITEES”) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, SUITS, CLAIMS, DEMANDS, COSTS (INCLUDING COURT COSTS AND LEGAL FEES), FINES AND ACTIONS OF ANY KIND OR NATURE WHATSOEVER TO WHICH THEY SHALL OR MAY BECOME LIABLE FOR, OR SUFFER BY REASON OF YOUR USE OF THE WEBSITE, YOUR PURCHASE OF A PRODUCT, YOUR SUBSCRIPTION TO A NEWS FEED, YOUR SUBMISSION OF ANY USER SUBMISSION OR ANY BREACH, VIOLATION OR NON-PERFORMANCE ON YOUR PART OF ANY TERM OR CONDITION OF THIS AGREEMENT.
NO LIABILITY. IN NO EVENT SHALL CALLIGARIS TORONTO STORE BE LIABLE, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH AND BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR AGGRAVATED DAMAGES OR DAMAGES FOR LOSS OF USE, PROFITS OR REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS; (B) DIRECT DAMAGES IN EXCESS OF THE TOTAL AMOUNT ACTUALLY PROVEN TO BE PAID BY YOU FOR THE PURCHASE GIVING RISE TO YOUR CLAIM; OR ANY OTHER REMEDY RELATING TO THIS AGREEMENT, YOUR ONLINE PURCHASES, THE WEBSITE OR ANY NEWS FEED OR USER SUBMISSION.
CONFIDENTIAL INFORMATION, ETC. The Website incorporates trade secrets and constitutes the confidential information of Calligaris Toronto Store and its licensors and you shall use all reasonable efforts (and in any event, efforts that are no less than those used to protect your own confidential information) to protect such aspects of the Website from unauthorized use or disclosure. You shall obtain all necessary consents to the collection, use, disclosure and/or processing by Calligaris Toronto Store and its Representatives, for the purposes contemplated by this Agreement, of any identifying information about individuals that you provide to Calligaris Toronto Store, or permit Calligaris Toronto Store to access, in connection herewith. The parties agree that money damages may not be a sufficient remedy for breach of this Section 10 or Section 11, and therefore, in addition to all other remedies available to Calligaris Toronto Store in the event of a breach or a threatened breach of this Section 10 or Section 11 by you, Calligaris Toronto Store shall be entitled to seek specific performance and injunctive or other equitable relief. In addition to any other remedy available at law or in equity, you hereby consent to the entry of a temporary restraining order, injunction or other similar order or action of any judicial authority, without the necessity of posting a bond to enforce this Agreement.
USER ACCOUNT, NAME, PASSWORD, EMAIL ADDRESS, DOMAIN NAME AND CREDIT CARD. Any user accounts, usernames or passwords created by you in connection with the Website shall be maintained by you in strict confidence and not communicated to, or used by, any other persons. YOU SHALL BE RESPONSIBLE FOR ALL USE OF THE WEBSITE MADE USING YOUR USER ACCOUNT, NAME, PASSWORD, EMAIL ADDRESS, DOMAIN NAME AND/OR CREDIT CARD, REGARDLESS OF THE IDENTITY OF THE PERSON MAKING SUCH USE, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CALLIGARIS TORONTO STORE SHALL HAVE NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH ANY UNAUTHORIZED USE OF YOUR USER ACCOUNT, NAME, PASSWORD, EMAIL ADDRESS, DOMAIN NAME AND/OR CREDIT CARD. You agree to immediately notify Calligaris Toronto Store of any unauthorized use of your user account, name, password, email address, domain name and/or credit card in connection with the Website, and to ensure that you properly log off after accessing and using the Website.
TERM AND TERMINATION
(a) This Agreement may be terminated by Calligaris Toronto Store immediately at any time without notice to you.
(b) Upon the termination of this Agreement, you shall immediately destroy any copies of the Website in your possession or control and provide Calligaris Toronto Store, upon request, with written confirmation of such destruction.
All sections of this Agreement other than Section 1 shall survive the termination of this Agreement.
NOTICE. Any notice or other communication required or permitted to be given or made hereunder shall be in writing and shall be well and sufficiently given or made if delivered by email to Calligaris Toronto Store at email@example.com and to you at the email address you provide when making any online purchase, submitting any User Submission or subscribing to a news feed. Any notice or other communication given or made in accordance with the foregoing shall be deemed to have been given or made and to have been received on the day of sending thereof, if sent during Business Hours on a Business Day and, if not, then on the first Business Day after the sending thereof.
“Business Day” means any day from Monday to Friday inclusive, except statutory or civic holidays observed in Toronto, Ontario; and “Business Hours” means the hours of 9:00 am to 5:00 p.m. (EST) on a Business Day.
Either party may from time to time change its email address for notice by giving notice to the other party in accordance with this Section.
FURTHER ASSURANCES. You agree that you will do all such acts and execute all such further documents and the like, and will cause the doing of all such acts and the execution of all such further documents as are within your power to cause the doing or execution of, as Calligaris Toronto Store may from time to time reasonably request, in writing, and as may be necessary or desirable to give effect to this Agreement.
FORCE MAJEURE. Calligaris Toronto Store shall be excused from performance under this Agreement to the extent and for the period of time that Calligaris Toronto Store or is prevented from so performing by reason of any cause beyond its reasonable control.
INDEPENDENT CONTRACTORS. It is understood and agreed that in giving effect to this Agreement, neither party shall be or be deemed a partner or agent of the other party for any purpose and that the relationship of the parties shall be that of independent contractor. Nothing in this Agreement shall constitute a partnership or a joint venture between the parties. Neither party shall have the right to enter into agreements, pledge the credit of or incur expenses or liabilities on behalf of the other party.
THIRD PARTY BENEFICIARIES. The parties acknowledge and agree that, although nothing in this Agreement shall confer upon any third party other than the Indemnitees any benefit of any kind, the Indemnitees shall have the benefit of this Agreement and, for such purpose, Calligaris Toronto Store is contracting both on its own behalf and as agent and trustee for the Indemnitees. Without limiting the generality of the foregoing sentence, you agree that Calligaris Toronto Store may enforce the indemnity in Section 8 on behalf of any Indemnitee(s).
ASSIGNMENT. Calligaris Toronto Store may, at any time, without your consent, assign this Agreement, or any of its rights hereunder, in whole or in part, to any third party. You may only assign this Agreement, or any of your rights hereunder, in whole or in part, to a third party with the prior written consent of Calligaris Toronto Store. This Agreement shall ensure to the benefit of and be binding upon each of the parties and their respective successors and permitted assigns.
GOVERNING LAW. The Website is provided by Calligaris Toronto Store from its offices in Toronto, Ontario, Canada. The parties agree that all matters relating to this Agreement shall be governed by and construed in accordance with the laws of Ontario and federal laws of Canada applicable therein, without regard to conflict of law rules. The parties submit to the non-exclusive jurisdiction of the courts of Toronto, Ontario. The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. Calligaris Toronto Store makes no representation that the Website is appropriate or available for use in locations outside of Ontario, Canada and accessing the Website from locations where the Website is illegal is prohibited. If you choose to access and/or use the Website from a location outside of Ontario, Canada, you do so on your own initiative and are responsible for compliance with local laws.
CHOICE OF LANGUAGE. The parties have required that this Agreement be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y attachent soient rédigés en anglais.