Terms and Conditions
1. Proprietary Nature of Site and Services
1.1 The Site; all articles, text, information, reports, images, audio, video and other elements or material posted on the Site (“Content”); the Database; all data contained in the Database (the “Data”); all Documentation; and all downloadable Database search results (all of the foregoing are collectively referred to herein as the “Proprietary Materials”), are protected by copyright, trade-mark, database rights, and other intellectual property and proprietary rights laws, and are owned and/or controlled by Shoptherate.ca and/or its affiliates, licensors and related companies. All Proprietary Materials remain the valuable intellectual property of their owner(s), and are made available by to you solely for the purposes expressly authorized hereunder, and subject to the terms hereof. You agree to abide by all copyright and other intellectual property notices, information and restrictions contained in or displayed with any Proprietary Materials.
1.2 Shoptherate.ca is a commercial website that is designed as a free service to help consumers in Canada to compare and learn about various products and/or services available in the Canadian marketplace. The products and/or services are provided by third parties that use the Shoptherate.ca website to inform and connect with users of the site. Shoptherate.ca is compensated by these third party providers, based on a fee model that is negotiated with each third party provider independently of the products and/or services they provide.
2. Prohibited Use of the Database, the Site and Other Proprietary Materials
Your use of the Site, Database and other Proprietary Material must comply with this Agreement, all applicable laws and all applicable Shoptherate.ca policies. You agree that you will not, directly or indirectly:
- Copy or re-create the Database, Documentation or any other Proprietary Materials for any purpose;
- access or use the Database through any means other than the Site, or permit any unauthorized person to access or use the Database by any means or for any purpose;
- use any data from the Database (“Data”) to create a similar or competitive database or service;
- transfer, lease, export or grant a sublicense of the Database or any rights granted to you herein to any other person unless authorized by Shoptherate.ca in writing;
- use the Database, the Documentation or any other Proprietary Materials for any purpose not expressly authorized herein;
- re-publish or otherwise use the Database or any Data, in whole or in part, for any commercial purpose, except as expressly permitted herein; or
- Sell any Data to a third party.
3. No Rights Granted in Trade-Marks or Proprietary Material
Nothing contained in this Agreement or on the Site should be considered as granting you, expressly, by implication, estoppel, or otherwise, any license or right to use any trade-marks, logos, or other names, including, but not limited to, those identifying Shoptherate.ca and/or its affiliates, licensors, partners and related companies, or their respective products and services displayed on the Site, without the expressed written consent of the applicable rights holder. You do not acquire any ownership rights in any Proprietary Materials, nor are you granted any commercial, sale, resale, reproduction, licensing or sub-licensing, distribution, publishing, broadcast, transmission, performance or promotional use rights with respect to any Proprietary Materials.
4. Changes & Upgrades
We reserve the right to alter, modify, or change the Site, the Database, the Documentation, and any other Proprietary Materials at any time in our sole discretion. Such changes may result in you being unable to access the Site or the Database. We may have to suspend access to the Site or Database from time to time to carry out maintenance and to make upgrades.
5. Uploaded Content, Personal Information and Login Access
5.1 With respect to Content that you upload, provide, post, transmit, distribute or otherwise disseminate or make available on or through the Site (your “Contributions”), you irrevocably grant us the world-wide, perpetual, royalty-free, non-exclusive, sub-licensable and transferable right and license (without obligation) to use, distribute, reproduce, encode, modify, adapt, edit, display, exhibit, publish, translate, publicly perform, communicate, publicly display your Contributions, and to incorporate them into other works, in any format and through any media channel, whether now known or hereafter invented, including, without limitation, by way of the Site. Subject to the rights expressly granted to us, you retain ownership of the copyright in your Contributions.
6. Prohibited Content
You will not upload, post, transmit, distribute, or otherwise disseminate or make available on or through the Site any content that:
- is copyrighted, protected by trade secret or otherwise subject to third party proprietary or contractual rights, including privacy and personality/publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the Content and to grant us all of the rights granted herein;
- is obscene, profane, defamatory, libelous, slanderous, fraudulent, deceptive, threatening, intimidating, pornographic, harassing, abusive, hateful, racially or ethnically offensive, encourages or assists conduct that would constitute a criminal offence, could result in civil liability, or is otherwise objectionable, offensive, inappropriate or unlawful;
- implies or suggests an endorsement by us;
- Otherwise violates this Agreement or any applicable municipal, provincial, federal or international law, order or regulation.
Third Party Clearances. You represent and warrant that you own or have secured all necessary licenses, rights, consents and permissions to use, and to authorize us to use, any trade-marks, copyrighted material or other intellectual property and/or proprietary material contained in your Contributions, and that you have the written consent, release and/or permission of every identifiable individual person appearing or referenced in your Contributions to use his/her name and/or likeness.
Removal of Content. Shoptherate.ca has no obligation to, and does not and cannot, monitor or review every item of Content that you and other users make available through the Site, and Shoptherate.ca is not responsible for any of this Content. However, Shoptherate.ca reserves the right to investigate, monitor, delete and/or refuse to transmit, move, remove, edit or refuse to post any material or information, in whole or in part, without notice to you, that it deems in its absolute discretion, unacceptable, undesirable or in violation of any law or this Agreement.
7. Third Party Content and Links
7.1 Third Party Content. You acknowledge that, despite the prohibitions above, Content posted on the Site by others, may contain inaccurate, inappropriate, products or services and links to other web sites. We do not have control over Links and/or Content provided by third parties, and assume no responsibility or liability for it. Content you access or transmit using the Site is accessed and transmitted at your own risk. It is your sole responsibility to conduct your own due diligence to evaluate if a product and/or service is right for you.
7.2 Third Party Web Sites. Web sites accessed via links or other means from the Site have, unless otherwise indicated, been independently developed by third parties. The inclusion of any Content or links on the Site should not be construed as an express nor an implied endorsement of any third party products or services by us. We are not responsible for the Content, Services and/or Products on any linked web sites, and you agree that your access and use of any such sites or use of their products and/or services is at your own risk. Shoptherate.ca assumes no liability and resulting loss or damages for your use of third party websites and/or their products and/or services in any way.
7.3 Third Party Products and/or Services. Shoptherate.ca displays and makes available various products and/or services through this website. These products and/or services are provided by third parties independently of Shoptherate.ca. Shoptherate.ca cannot guarantee or warranty that the third party information, products and/or services provided on the site are reliable and free from errors, defects or omissions. It is your sole responsibility to conduct the appropriate due diligence when choosing to obtain any product and/or service offered through this site. Shoptherate.ca does not assume any liability or responsibility for any loss or damage incurred; whether direct or indirect, suffered by you through the use of this site in any way.
7.5 Third Party Advice and Assistance. Shoptherate.ca may not share or agree with the Views, Advice, Guidance, Opinions and Assistance provided by third parties on the site. Shoptherate.ca does not take any responsibility for any Advice, Views, Guidance, Opinions and/or Assistance that is provided to you through the use of the site; both directly and indirectly. Choosing to act on or refrain from any views, advice, guidance, opinions and/or assistance provided by any third party is at your own sole discretion and risk. Shoptherate.ca assumes no liability for damages or loss that results in connection with any such views, guidance, advice, opinions, guarantees, warranties and/or assistance provided through or in connection with the site.
We may discontinue, or terminate your access to, the Site and/or the Database, at any time in the event that you fail to comply with the terms set forth herein. Our discontinuance of the Site or any portion of the Site may result in the removal or deletion of Content made available by you. You are responsible for maintaining any required backup copies where possible of such Content. Shoptherate.ca will not be liable to you with respect to its deletion of any Content.
9. Disclaimer of Warranties & Limitation of Liability
THE SITE, THE DATABASE AND ALL OTHER PROPRIETARY MATERIALS ARE PROVIDED ON AN "AS IS" BASIS. SHOPTHERATE.CA, ITS AFFILIATES, PARTNERS LICENSORS AND RELATED COMPANIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL REPRESENTATIONS AND WARRANTIES OF TITLE AND NON-INFRINGEMENT, AND ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, SUITABILITY FOR ANY PARTICULAR PURPOSE, AND ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE PROPRIETARY MATERIAL. NEITHER SHOPTHERATE.CA NOR ITS AFFILIATES, LICENSORS AND RELATED COMPANIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, TIMELINESS, RELIABILITY, TRUTHFULNESS OR COMPLETENESS OF THE PROPRIETARY MATERIALS, INCLUDING, BUT NOT LIMITED TO, THE SITE, THE CONTENT, THE DATABASE, ANY SERVICES PROVIDED THROUGH THE SITE, OR ANY LINKS TO OTHER SITES MADE AVAILABLE ON THE SITE OR THE CONTENT CONTAINED ON SUCH SITE(S), OR AS TO THE CONTINUOUS OR ERROR FREE USE AND OPERATION OF THE SITE OR THE DATABASE. NEITHER SHOPTHERATE.CA NOR ITS AFFILIATES, LICENSORS AND RELATED COMPANIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR AGENTS MAKES ANY REPRESENTATIONS OR WARRANTIES THAT THE SITE OR THE DATABASE, OR ACCESS TO AND USE OF THE SITE OR THE DATABASE, WILL BE UNINTERRUPTED, ERROR FREE, OR FREE FROM DEFECTS, VIRUSES OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE DATABASE IS AT YOUR SOLE RISK.
10. Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, GROSS NEGLIGENCE, MISREPRESENTATION, PERSONAL INJURY, DEATH, FRAUD AND FUNDAMENTAL BREACH SHALL SHOPTHERATE.CA OR ITS AFFILIATES, LICENSORS AND RELATED COMPANIES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS THAT RESULT FROM YOUR USE OF, OR YOUR INABILITY TO USE, ANY CONTENT, INFORMATION, MATERIAL, OR POSTINGS ON THE SITE, DIRECTLY OR INDIRECTLY. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER SHOPTHERATE.CA NOR ITS AFFILIATES, LICENSORS AND RELATED COMPANIES, NOR EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER, INCLUDING YOU.
To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless Shoptherate.ca, its affiliates, licensors and related companies, and each of their respective directors, officers, employees, consultants and agents from and against all claims, liability, and expenses, including all legal fees and costs, arising out of: (a) your breach of any provision of this Agreement; or (b) use of any Proprietary Materials by you or others using your user name and password. Shoptherate.ca reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will co-operate as fully as reasonably required in the defense of any claim.
12. Governing Law and Severability