TERMS OF USE

1. Agreement

Compass Group Canada Ltd., together with its subsidiaries and affiliates (hereinafter referred to as “us”, “we” and/or “Compass”) welcomes you to our Website (the “Site”).

By accessing and using this Site, you signify that you have read, fully understand and agree to be legally bound by these Terms of Use (the “Terms of Use” or “Agreement“) and to comply with all applicable laws and regulations as they may change from time to time. IF YOU DO NOT ACCEPT AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS OF USE, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SITE. We suggest you print a copy of these Terms of Use for your records.

We reserve the right, in our sole and absolute discretion, to modify all or a portion of these Terms of Use at any time without further notice and without incurring any liability or obligation. If we do this, we will post the changes to these Terms of Use on the Site and will indicate at the bottom of this page the date these Terms of Use were last revised. Your continued access to and/or use of the Site after any such changes constitutes your acceptance of, and agreement to be legally bound by, these Terms of Use, as revised. It is your sole responsibility to regularly check the Site to determine if there have been any changes to these Terms of Use and to review such changes.

You hereby acknowledge and agree that we reserve the right at any time to modify or discontinue the whole, or any part of, the Site, without notice, and that we will not be responsible or liable, directly or indirectly, to you or any other person or entity for any loss or damage of any kind incurred as a result of any such modifications or discontinuance.

2. Intellectual Property Rights (Re: Site Content)

The Site consists of various graphics, images, texts, icons and buttons that have been provided by Compass and/or other entities under our direction (e.g. site designers). All such content is owned by Compass and/or the applicable third party entity. For greater certainty, Compass and applicable third party entities hold all right, title, and interest in and to any and all content provided by such parties for the Site, including, without limitation, all such information in text, graphical, video and audio formats, images, icons, designs, trade-marks, brand names and software (collectively, the “Site Content”). You hereby acknowledge that the Site Content is protected by all copyright, trade-mark, and other applicable intellectual property laws. Your use of the Site does not grant or transfer to you any ownership or other rights in the Site Content, and except as expressly provided, nothing herein or within the Site shall be construed as conferring on you or any other person any license under any of Compass or any third party’s intellectual property rights, including, without limitation, any right to download, display, reproduce, distribute, modify, edit, remove, alter or enhance any of the Site Content in any manner whatsoever. Any rights not expressly granted to you in these Terms of Use are expressly reserved by Compass. For greater certainty, you agree that you will not take any action that is inconsistent with Compass ownership of the Site and/or Compass ownership of, or any third party’s ownership of, any Site Content. Without limiting the generality of the foregoing, users of this Site shall be entitled to copy Site Content contained within this Site only for their own personal and non-commercial use, but may not republish or reproduce any such Site Content in any manner without the prior written consent of Compass.

Compass hereby grants each user of this Site a limited, non-exclusive and revocable license to make use of the Site and its Site Content only in the manner expressly contemplated by the design of the Site. For greater certainty, this limited license only allows you to view, download or print materials from this Site in the manner expressly contemplated by the design of the Site (provided all original copyright, trade-mark and other notices are preserved in their original form). This limited license does not include any rights not specifically enumerated herein, and, for greater certainty, does not include permission to copy, redistribute, reproduce or republish, in any form, any content contained within this Site.

Certain names, graphics, logos, icons, designs, words, titles or phrases contained within the Site may constitute trade names, registered or unregistered trade-marks or service marks (collectively, “Trade-marks”) of Compass or other entities. Trade-marks may be registered in Canada and in other countries as applicable. All Trade-marks not owned by Compass are the property of their respective owners, and, where used by Compass are used under license or with permission. All Trade-marks are and shall remain the sole and exclusive property of their respective owner(s). Any use of such Trade-marks, except as expressly provided for herein, without the express written consent of the applicable owner is strictly prohibited. Nothing contained herein or on this Site may be construed as granting, by implication, estoppel, or otherwise, any license to use any Trade-mark(s). You agree that you will not take any actions inconsistent with Compass’ ownership of, or any third party’s ownership of, the Trade-marks.

3. License Granted by Site Users to Compass

Certain features and/or portions of this Site permit you to upload, or otherwise submit content (“User Content”). By using any such features and/or portions and providing User Content, you are giving Compass permission to forever use any User Content you submit on or through the Site.

By using the Site and providing User Content, you hereby: (i) grant to Compass a world-wide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, non-exclusive, and unrestricted license to copy, reproduce, adapt, transmit, edit, modify, or otherwise use, publicly display, distribute, translate and create compilations and derivative works from, any and all User Content (in any format or media) that you upload or otherwise submit to or through, the Site; and (ii) waive all moral rights in and to all User Content that you upload or otherwise submit to or through, the Site in favour of Compass. For greater certainty, this means that, among other things, Compass has the right to use any and all ideas you submit (including ideas about our products, services, publications or advertising campaigns) in any manner that we choose, without any notice or obligation to you whatsoever.

4. User Waivers and Representations

By using the Site and providing User Content, you hereby acknowledge, agree, warrant and represent to Compass that any and all User Content (in any format or media) you upload to or otherwise submit to or through, the Site:

  1. is original to you and that you have obtained all necessary rights in and to the User Content and all of its components (if applicable) to post, upload, or otherwise submit it to or through the Site; and
  2. does not violate any law.

Without limiting the generality of the foregoing, you also hereby acknowledge, agree, warrant and represent to Compass that we cannot (nor are we required to) guarantee the accuracy, reliability or completeness of any User Content.

You hereby agree that you shall not use the Site to:

  1. disrupt, place unreasonable burdens or excessive loads on, interfere with or attempt to gain unauthorized access to any portion of the Site;
  2. collect information about others without their consent; and/or
  3. upload, post, email, transmit or otherwise make available any content that you do not have the right to disclose or make available.

Further, you hereby agree that you shall not engage in prohibited or unauthorized use of the Site or of Compass systems, including, but not limited to, unauthorized entry into the systems, misuse of passwords, or misuse of any information on the Site.

5. Indemnification by User

By using the Site, you hereby agree to indemnify, defend and hold harmless Compass, and each of its respective agents, employees, directors, successors, and assigns (collectively, the “Releasees”) from any loss, liability, claim, demand, damage or expense asserted by any entity relating in any way to your use of the Site, User Content, and/or breach of these Terms of Use, including, without limitation, any and all claims based on publicity rights, defamation, invasion of privacy, copyright infringement, trade-mark infringement or any other cause of action.

6. Notice of Infringing Content

To complain about Site Content, User Content and/or to provide notice of allegedly infringing materials on the Site, please contact us here. Please include the following information in your notification:

  • A description of the copyrighted work that you claim has been infringed, including the URL (i.e., Web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
  • Your address, telephone number and email address.

7. Disclaimer and Limitation of Liability

THE SITE AND ALL INFORMATION CONTAINED ON OR ACCESSED FROM THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE RELEASEES MAKE NO REPRESENTATION OR WARRANTY THAT: (I) THE SITE WILL BE COMPATIBLE WITH YOUR COMPUTER AND SOFTWARE; (II) THE SITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (III) THE USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE, INTRUSIVE OR DISRUPTIVE COMPONENTS; (IV) THE TRANSMISSION OF INFORMATION TO AND FROM THE SITE WILL BE SECURE; (V) THE USE OF THE SITE WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; OR (VI) THE USE OF THE SITE WILL NOT CAUSE ANY DAMAGE TO YOUR COMPUTER SYSTEMS, SOFTWARE OR ELECTRONIC FILES.

ANY PRODUCTS AND/OR SERVICES DESCRIBED ON THE SITE ARE OFFERED IN JURISDICTIONS WHERE THEY MAY BE LEGALLY OFFERED FOR SALE. THE INFORMATION ON THE SITE IS NOT AN OFFER OR SOLICITATION BY ANYONE IN ANYONE IN ANY JURISDICTION IN WHICH AN OFFER OR SOLICITATION CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE A SOLICITATION.

THE RELEASEES WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES WHATSOEVER ARISING FROM, CONNECTED WITH, OR RELATING TO THE SITE. YOU EXPRESSLY ACKNOWLEDGE THAT COMPASS HAS ENTERED INTO THIS AGREEMENT WITH YOU AND MAKES THE SITE 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 COMPASS. 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 EXCLUSIVE REMEDY, OR TERMINATION OF THIS AGREEMENT.

8. Electronic Transmissions

The transmission of data or information over the internet or other forms of networks may not be secure, and is subject to possible loss, interception or alteration while in transit. The Releasees do not assume any liability for any damage you may experience or costs you may incur as a result of any electronic transmissions over the internet or otherwise within the Site, such as transmissions involving the exchange of electronic messages of any kind (including those which may contain your personal information). In no event will the information you provide on or through the Site be deemed to be confidential, create any fiduciary obligations to you on our part, or result in any liability to you on our part in the event that such information is inadvertently released by us or accessed by third parties without your consent. While every effort is made to ensure that all software provided on the Site is suitable for use on a wide variety of computer systems, you should take reasonable and appropriate precautions to scan for computer viruses, and ensure compatibility of the software with your specific computer system. You should ensure that you have a complete and current backup of the information contained on your computer system prior to installing any such software.

9. Privacy

Without limiting the generality of these Terms of Use, your use of the Site is also subject to the terms of our Privacy Policy, which is hereby incorporated into and made part of these Terms of Use. Please carefully review our Privacy Policy. By using the Site, you signify that you have read, fully understand and agree to be legally bound by our Privacy Policy.

10. Accuracy and Changes

Facts and information provided by Compass on the Site are believed to be accurate when placed on the Site. Changes may be made at any time to the information at this Site without prior notice. Please consult Compass for complete and up-to-date information on products and services.

11. Governing Law and Jurisdiction

These Terms of Use, your use of the Site, 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 courts of the Province of Ontario in the City of Toronto in relation to all disputes arising from or related to this Agreement, your use of the Site and any related matters.

12. Links

This Site may contain links to the websites of our subsidiaries and affiliates, and to websites that are independently owned and operated by third parties. These other websites may have their own privacy policies and terms and conditions that are not governed by these Terms of Use. We are not responsible for the privacy practices or the content of any website(s) owned and operated by any such subsidiaries, affiliates or third parties. Other websites may collect and treat information collected differently, so we encourage you to carefully read and review the privacy policy for each website you visit. Any links from this Site to other websites, or references to products, services or publications other than those of Compass, do not imply the endorsement or approval of such websites, products, services or publications by Compass.

13. Termination

If you breach any provision of these Terms of Use or Privacy Policy you may no longer use the Site. We may, in our sole discretion, change, suspend or terminate, temporarily or permanently, the Site or any part thereof or any of its features at any time, for any reason, without any notice or liability to you or any other entity. If these Terms of Use or your permission to use the Site is terminated by us for any reason, the Agreement formed by youracceptance of these Terms of Use will nevertheless continue to apply and be binding upon you in respect of your prior use of the Site and anything relating to or arising from such use. If you are dissatisfied with the Site or with these Terms of Use or Privacy Policy, then your sole and exclusive remedy is to discontinue using the Site. The Disclaimer and Limitation of Liability, Intellectual Property and Indemnity provisions in this Agreement shall survive any termination of this Agreement.

14. General

These Terms of Use and our Privacy Policy constitutes the entire agreement between us (i.e., you and the Compass) with relation to the subject matter hereof, and governs your use of and access to the Site. If any provision of these Terms of Use is held invalid or unenforceable by any court having competent jurisdiction, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions of these Terms of Use shall continue in full force and effect. No failure to exercise or waiver of any provision of these Terms of Use shall be deemed a further or continuing waiver of such provision or any other provision of these Terms of Use. These Terms of Use are binding upon you, your heirs, executors, beneficiaries, successors and assigns and you may not assign this Agreement to any other party without our prior written consent, which consent may be withheld in our sole and absolute discretion.

Last Revised: January 10, 2014