1. Your Acceptance of this Agreement
This is an Agreement between you and Canadian Tobacco Research Foundation (“CTRF”), and governs your use of the CTRF Website and its content (collectively the “Website”). Each time you use the Website you signify your acceptance and agreement, and the acceptance and agreement of any person you purport to represent (and for purposes of this Agreement, “person” includes natural persons and any type of incorporated or unincorporated entity), without limitation or qualification, to be bound by this Agreement, and you represent and warrant that you have the legal authority to agree to and accept this Agreement on behalf of yourself and any person you purport to represent.
2. Permitted Users and Access
The Website may be used only by persons who are at least 19 years old and 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.
3. Disclaimer and Liability Exclusion
CTRF DOES NOT ACCEPT ANY LIABILITY FOR YOUR USE OF THE WEBSITE. YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF TITLE, NON INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, DURABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS, ALL OF WHICH ARE HEREBY DISCLAIMED BY CTRF TO THE FULLEST EXTENT PERMITTED BY LAW. CTRF WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE WEBSITE BY YOU OR ANY OTHER PERSON.
4. Personal Information Privacy
CTRF collects, uses and discloses your personal information in accordance with the Canadian Tobacco Research Foundation Website Privacy Policy . By accepting this Agreement, and each time you use the Website, you consent to CTRF’s collection, use and disclosure of your personal information in accordance with the Canadian Tobacco Research Foundation Website Privacy Policy as it then reads without any further notice or any liability to you or any other person.
5. Ownership
You acknowledge and agree that the Website contains proprietary and confidential information of CTRF that is protected by this Agreement and applicable law. CTRF retains all right, title and interest in and to the Website and in all related patents, copyrights, trade-marks, trade secrets and any other intellectual property and proprietary rights throughout the world. Your use of the Website does not transfer to you any ownership or other rights in the Website or its content.
6. Permitted Use of the Website
The Website is made available to you for your lawful, personal, non commercial use only. You may print or download Website pages for your personal, non commercial use provided that you do not modify any of the Website pages or other content and you do not remove or alter any visible or non visible identification, marks, notices, or disclaimers. You may not use the Website for any other purpose or in any other way. In particular, the Website may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, without the express prior written consent of CTRF. Furthermore, you may not use the Website:
- in any way that breaches any applicable local, national or international law or regulation;
- in any way that infringes the rights of any other person;
in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; - to transmit any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); and
- to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You are prohibited from violating, or attempting to violate, the integrity or security of the Website. Any violations may result in criminal and civil liability.
7. Advertisements and Links to Other Sites
CTRF does not endorse the content on any third party website. CTRF is not responsible for the content of linked third-party sites, sites framed within Website or third party advertisements, and does not make any representations regarding their content and accuracy. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites. CTRF does not endorse any product advertised on the Website.
8. Links to the Website
You may provide a link to this site from any other website, but not (save with our prior written agreement) in any way which creates the impression that we are associated with or have approved such other site. Apart from this, you may not reproduce or store any part of this site on any other website without our prior consent.
9. Termination of this Agreement and the Website
If you breach any provision of this Agreement, you may no longer use the Website. CTRF may, at any time and for any reason and in its sole discretion, change, suspend or terminate, temporarily or permanently, the Website or any part of it, or your permission to use the Website, without any prior notice or liability to you or any other person. If this Agreement or your permission to use the Website is terminated by you or CTRF for any reason, then: (a) this Agreement will nevertheless continue to apply and be binding upon you in respect of your prior use of the Website; and (b) CTRF may continue to use and disclose your personal information in accordance with the Canadian Tobacco Research Foundation Website Privacy Policy as amended from time to time. Sections 3, 4, 5, 7, 8, 9, 10, 11, and 13 survive indefinitely after the termination of this Agreement.
10. Indemnity
You agree to indemnify defend, and hold CTRF, any related companies, affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable lawyers’ fees and disbursements, made by any third party due to or arising from your breach of this Agreement, or your violation of any law or the rights of a third party.
11. Governing Law and Dispute Resolution
This Agreement, your use of the Website, and all related matters are governed solely by the laws of the Province of Ontario, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws. Any dispute between CTRF and you or any other person arising from, connected with or relating to the Website, this Agreement or any related matters must be resolved before the Courts of the Province of Ontario sitting in the City of Toronto, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those Courts in respect of any such dispute or matter. Any claim or cause of action you may have arising from, connected with, or relating to your use of the Website, this Agreement, or any related matters must be commenced in a court of competent jurisdiction in the Province of Ontario within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred.
12. Changes to this Agreement
CTRF may, in its sole discretion, change, supplement or amend this Agreement as it relates to your future use of the Website from time to time, for any reason, and without any prior notice or liability to you or any other person. You may not change, supplement, or amend this Agreement in any manner.
13. Other Matters
This Agreement and the Canadian Tobacco Research Foundation Website Privacy Policy, including any changes made to such documents from time to time, constitute the entire agreement between you and CTRF relating to your use of the Website, and supersede all previous agreements, written, oral or otherwise, between you and CTRF with respect to your use of the Website.
If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of this Agreement and shall not affect the validity and enforceability of any remaining provisions.
The provisions of this Agreement will enure to the benefit of and be binding upon each of CTRF and its 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 CTRF which may be withheld in CTRF’s sole discretion. CTRF may assign this Agreement and its rights and obligations under this Agreement without your consent.
No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.
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 rediges en anglais.