Effective: May 19, 2020
2. Intellectual Property Rights
The Company is the owner of the copyright in the Site and is the owner or licensee of trademarks used on the Site. All rights not expressly granted to you by these Terms are reserved. The contents of the Site and any other materials we receive through the Site, or which we use, exchange or create for you or with you are protected by intellectual property laws, including those relating to copyright. In the course of preparing and submitting proposals and in doing our work for you (the “Project”), the Company will collect, prepare, create, adapt or use works such as photographs, architectural and other types of plans, drawings, and other artistic works (“Works”) which may be created by you, by us, or by third parties, including architects, engineers, designers, sub-contractors, and other consultants or service providers, tradespeople or suppliers of products and services, (whether retained by the Company or directly by a customer, and collectively, “Providers”).
4. Third Party Portal, and Other Third Party Web Sites
As noted above, the Site provides access to the Portal as a way of facilitating the exchange of information and documents, including plans, schedules, and contractual documents such as purchase orders, change orders, and invoices, with and among customers, the Company and Providers. At the beginning of a Project or at the beginning of our relationship with a Provider, the Company will provide Users with a unique Portal identifier to be used by the User to access the Portal. As prompted by the Portal, each Portal user creates his/her own unique password. It is your sole responsibility to protect your user ID and password. The Company is not responsible for the operation, security, or privacy compliance of the Portal and you should review the policies of our Portal service provider and confirm that you agree with them before using and providing information and documents to us through the Portal.
5. “As Is” Use of the Site and the Portal
Please do not send any confidential information to us via the Site without our prior agreement that we have undertaken the Project for you and that the Site and the Portal may be used to send us Project-related information, including confidential information.
Any communication to us, including any postings on the public portion of the Site or the Portal, will be deemed to have been licensed to the Company as described above under Intellectual Property Rights.
We provide the Site, access to the Portal, and related information “as is” and on an “as available” basis, and do not make any express or implied warranties, representations or endorsements whatsoever (including without limitation warranties of title or non-infringement, or the implied warranties of merchantability or fitness for a particular purpose) with regard to the Site, the Portal, any information contained therein, any products or services provided through the Site, the Portal, or via the Internet generally, and we shall not be liable for any cost or damage arising either directly or indirectly from any such communication or transaction.
The Site provides general information about the services and products provided by the Company. We do not provide all services to all customers; the relationship between the Company and each customer or Provider is governed by our respective contracts.
As a user of the Site, you may print and download portions of it solely for reference and for your own personal and non-commercial use, provided that you agree not to change or delete any copyright or proprietary notices. You shall not copy, reproduce, republish, upload, post, transmit, modify or distribute, in any manner, any of the contents of the Site, including any text, photographs, illustrations, graphics, code and/or software. You are prohibited from reverse engineering, decompiling, disassembling the Site or any of its contents, and from violating, plagiarizing or infringing on the rights of the Company or any third party, including copyright, trademark, privacy, contractual or other personal or proprietary rights.
You agree not to engage in any conduct relating to the Site which the Company, in its sole discretion, determines to be detrimental to its interests, including, without limitation, acting or failing to act in a manner contrary to these Terms, or intentionally interfering with the Site, or our computer or communications systems. Engaging in any prohibited conduct may subject you to civil liability and criminal prosecution under applicable laws.
You assume total responsibility and risk for your use of the Site and the Internet. It is solely your responsibility to evaluate the accuracy, completeness and usefulness of all information, opinions, advice, services, or merchandise provided through the Internet. We do not warrant that your use of the Site will be uninterrupted or error-free or that defects in the Site will be corrected. Except for the Site itself and information, products or services clearly identified as being supplied by the Company, we do not operate, control or endorse any information, products or services on the Internet.
Your access to the Site on the Internet is provided by an independent Internet service provider, and we have no responsibility or liability for your use of the Internet. We cannot and do not guarantee or warrant that any files that may be available for downloading from the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You or your third party Internet service provider are responsible for implementing sufficient information technology protection procedures to satisfy your particular requirements for accuracy of data input and output, and for reconstructing any lost data.
6. Limitation of Liability
In no event will the Company be liable for (i) any incidental, consequential, or indirect damages (including, but not limited to, damages for loss of profits, business interruption, loss of programs or information, and the like) arising out of the use of or inability to use the Site or the Portal, or any information, or transactions provided on the Site or the Portal, or downloaded from the Site or the Portal, or any delay of such information, even if we, the Portal service provider or our respective authorized representatives have been advised of the possibility of such damages, or (ii) any claim attributable to errors, omissions, or other inaccuracies on the Site, the Portal and/or materials or information downloaded from the Site or the Portal. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. However, our liability is limited to the greatest extent permitted by applicable law.
You agree to indemnify, defend and hold harmless the Company, its subsidiaries, affiliates, officers, directors, employees, representatives, agents, licensors, licensees, service providers, suppliers, the Portal service provider and any Providers (“Indemnified Parties”) from and against all losses, expenses, damages and costs, including reasonable legal fees, resulting from your breach of these Terms or your violation of any law or the rights of such Indemnified Parties. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate as fully as reasonably required by the Company. The provisions under As Is Use of the Site and Indemnification are for the benefit of the Company, as well and the Indemnified Parties. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.
8. Term and Termination
These Terms may be terminated by the Company or by you without notice at any time for any reason. We may terminate or suspend your access to all or part of the Site, and your access to any products or services, as a result of our determination that you have breached these Terms. As necessary by implication, certain provisions relating to Privacy, Intellectual Property, As Is Use of the Site, Indemnification and Miscellaneous survive termination of these Terms.
These Terms constitute the entire agreement between you and the Company in connection with your use of the Site. Access to the Site is not permitted where prohibited by law. If you choose to access the Site, you do so at your own risk and you are solely responsible for compliance with applicable laws. Your use of this Site is not intended and shall not be deemed to create any legal relationship such as customer-service provider, agency, or joint venture, between you and the Company.
We may assign our rights and duties under these Terms to any successor or to any other party at any time without notice to you.
These Terms, your use of the Site, and any disputes that may arise in connection with the Site shall all be governed by the laws of the province of Ontario and by applicable federal law. Any disputes shall be resolved in provincial courts located in Toronto, Ontario. You agree not to bring any legal action against the Company in any jurisdiction but the Province of Ontario and you shall submit and consent to such jurisdiction.
If any provision of these Terms shall be deemed unlawful by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions.