These terms and conditions (“Terms”, “Terms and Conditions”) govern your relationship with Heritage Cannabis Holdings Corp. (“Heritage”, “us”, “we”, or “our”) and the use of any Heritage website, mobile site, application, and/or other service, including https://heritagecann.com/, regardless of how distributed, transmitted, published, or broadcasted (collectively, “Website”). These Terms contain important information regarding your legal rights, remedies and obligations. These include various disclaimers, limitations of liability, and a dispute resolution clause that governs how disputes will be resolved. These Terms apply to all visitors, users and others who access or use the Website (“you”, “user” or “users”).
For greater certainty, “Website” includes: https://heritagecann.com; http://www.cannacurecorp.ca; https://www.purefarma.ca; https://www.voyagecann.com; but does not include third party websites, plug-ins, services, social networks, or applications, whether or not you accessed such websites, plug-ins, services, social networks or applications, by clicking on links made available on the Website.
Information available through this Website, is for information purposes only.
(i) access or use any of the services offered through the Website;
(ii) access or use the Website; or
(iii) access or use the Heritage Materials (as defined below).
- revise, replace, modify, supplement or delete any information, materials, services and/or resources associated with or contained on this Website and/or the Heritage Materials; and
- make such changes without prior notification to past, current or prospective visitors.
Such changes shall be effective as when posted on the Website. If you do not agree with any change or any new terms, in whole or in part, you must stop using or accessing the Website. Your continued access or use of the Website after any such change is posted will constitute your acceptance of the change.
This Website is hosted on servers in Canada. Accordingly, your access and use of the Website shall be deemed to be provided in Canada and subject to the applicable laws of Canada and any applicable provincial laws therein. If you access the Website from outside of Canada, you do so at your own risk and are responsible for compliance with local, national or international laws, including, without limitation, securities laws and import and export laws. In particular, you understand that the Website may not be available in all jurisdictions and that you are responsible for ensuring that it is lawful for you to access or use the Website in your jurisdiction.
If you are residing in a jurisdiction where it is forbidden by law to participate in the activities offered by or related to the Website, you may not:
- enter into these Terms; or
- access or use the Website.
By accessing or using the Website you are explicitly stating that you have verified in your own jurisdiction that your access and use of the Website is allowed and does not breach any local laws.
USE OF THE WEBSITE
You may only access and use the Website for legitimate and lawful purposes and not for any illegal or unauthorized purpose, including without limitation, in violation of any criminal law, intellectual property law, privacy law or any other applicable laws or regulations.
You may not interfere with the security of, or otherwise abuse, this Website, or any system resources, services or networks connected to or accessible through the Website. You agree that you will not attempt to, nor permit any third party to, enter restricted areas of Heritage’s computer systems or perform functions that you are not authorized to perform pursuant to these Terms.
While accessing or using the Website, you agree to comply with all applicable laws, rules and regulations.
Without limiting the generality of the foregoing, you agree not to:
(iv) use the Website in any manner which could damage, disable, overburden, or otherwise impair the Website or any content of the Website, including the Heritage Materials;
(v) interfere with the security of the Website;
(vi) abuse or intentionally misuse the Website, or any content of the Website, including the Heritage Materials;
(vii) otherwise damage or hinder the Website and/or the digital and electronic mainframes, networks, servers and infrastructure connected to or accessible through the Website or affiliated or linked sites;
(viii) disrupt or interfere with any other person’s use and enjoyment of the Website, or any services offered through the Website, or content featured on the Website, including Heritage Materials, or any affiliated or linked sites;
(ix) upload, post or otherwise transmit on the Website any viruses or other harmful, disruptive or destructive files or computer programs;
(x) upload, post or otherwise communicate content that is defamatory, hate-speech, that infringes upon the intellectual property or other legal rights of any entity, or otherwise contravenes any of the laws of Canada and its provinces;
(xi) attempt to obtain unauthorized access to the Website or portions thereof which are restricted from general access;
(xii) mirror or frame any part of the Website, without Heritage’s express prior written consent; or
(xiii) use any robot, spider, site search/retrieval application or other manual or automatic device to monitor, retrieve, index, “scrape”, “data mine”, “text mine” or in any way reproduce or circumvent the navigational structure or presentation of the Website, without Heritage’s express prior written consent.
Heritage reserves the right, in its sole discretion, to take any actions deemed necessary and appropriate to preserve the integrity the Website. For example, Heritage may, without notice, temporarily suspend your, or any other party’s, access to this Website, if Heritage reasonably suspects that you, or any other parties, are obtaining unauthorized access to Heritage systems or information, or are using otherwise valid user identifications or passwords in any other unauthorized manner. These suspensions will be for such periods of time as Heritage may reasonably determine is necessary to permit the thorough investigation of such suspended activity.
The Website is intended only for use by adult residents of Canada. If you are not normally a resident in Canada or have not yet obtained the age of majority in the Province from which you are accessing the Website, you are prohibited from accessing or using the Website.
By accessing and using the Website, you represent and warrant:
(i) that you are ordinarily a resident in Canada;
(ii) that you are not a minor – that is, you have reached both the age of majority applicable in the jurisdiction from which you are accessing the Website and in any case are not less than eighteen years of age;
(iii) that you are not aware of any reason why your use of the Website would violate any applicable laws.
Heritage reserves the right to confirm compliance with any or all of the foregoing representations and warranties at any time before, during, or after access or use of the Website.
Some aspects of the Website may be regulated under the Cannabis Act (Canada), the Cannabis Regulations (the “Regulations”) and other applicable laws (the “Regulated Services”).
Registration under the Regulations
To access any Regulated Services either you or an individual for whom you are responsible for at law, must register with Heritage as an eligible client, within the meaning of Part 14 of the Cannabis Regulations: Access to Cannabis for Medical Purposes Regulations (“ACMPR”) (the “Registration”), as may be amended from time to time or under any replacement, analogous or substitute legislation or regulation. You hereby agree:
(i) to provide all information and original copies of such documentation as Heritage may require for the provision of the Regulated Services (collectively, the “Application”);
(ii) that the Registration is at all times subject to the requirements of the Regulations;
(iii) that Heritage may refuse, cancel or terminate the Registration at any time if Heritage believes in its absolute discretion that:
a) any false or misleading information or documentation has been submitted in or with an Application or a request to amend a Registration; or
b) you are otherwise ineligible to be registered for any reason; and
(iv) that Heritage has no liability whatsoever for any loss, liability, or damage arising from any refused, cancelled or terminated Registration.
The Application may include additional terms and conditions which will apply to the Regulated Services (the “Regulated Services Terms”). You further agree that your access to or use of any Regulated Services is subject to the Regulated Service Terms. In the event of any conflict between the Regulated Service Terms and these Terms, the Regulated Service Terms shall prevail with respect to the Regulated Services.
THE MATERIALS AND INFORMATION CONTAINED IN THIS WEBSITE ARE PROVIDED FOR INFORMATION PURPOSES ONLY AND ARE NOT INTENDED TO CONSTITUTE A SOLICITATION OR AN OFFERING OF SECURITIES IN ANY JURISDICTION. Information disclosed under securities laws of any jurisdiction applicable to Heritage is not intended to be in any way qualified, amended, modified or supplemented by the information otherwise available in, through, or on, the Website. Due to the technical and security risks inherent in the Internet, and because the document you access may differ from the original depending on your browser software, the information set out in this Website should not be used for the purpose of making investment decisions with respect to Heritage.
Certain statements may contain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. Often, but not always, forward-looking statements can be identified by the use of words such as “plan”, “expect”, “is expected”, “intend”, “believe”, “anticipate”, “estimate”, or variations of such words and phrases (including negative and grammatical variations) or state that certain actions, events, or results “may”, “could”, “would”, “might”, or “will” be taken, occur, or be achieved.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Heritage to differ materially from those anticipated in the forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Such forward-looking statements, if any, speak only as of the date they were published. Forward-looking statements, if any, may include, but are not limited to, statements with respect to:
- expectations in connection with the production and expansion plans at any Heritage facilities and the capacity thereof;
- expectations regarding the timing of construction, development and production of any Heritage expansion projects for both existing facility expansion and new facilities;
- advancement of Heritage international projects and targeting other opportunities as the laws and regulations governing cannabis evolve internationally;
- the performance of Heritage business and operations;
- Heritage’s ability to obtain additional licenses or renewal of existing licenses;
- the potential size of the regulated recreational cannabis market in Canada;
- the continued legalization of cannabis for recreational use in Canada and Heritage’s continued ability to participate in such market when it is legalized;
- the legalization of cannabis for recreational and/or medical use in jurisdictions outside of Canada and Heritage’s ability to participate in any such markets, if and when such use is legalized;
- the expected number of users of cannabis or the size of the legal cannabis market in Canada and internationally;
- the expected number of users of recreational cannabis or the size of the recreational cannabis market in Canada and internationally;
- the effect of government regulations (or changes thereto) with respect to the restrictions on production, sale, consumption, export controls, income taxes, expropriation of property, repatriation of profits, environmental legislation, land use, water use and receipt of necessary permits;
- future liquidity and financial capacity;
- expectations regarding revenues and expenses;
- expectations regarding Heritage’s ability to raise capital;
- the competitive landscape in which Heritage operates;
- Heritage’s investments in community relations, cannabis health and safety, educational programming in the locations where Heritage operates and the further development of Heritage’s social responsibility programs;
- Heritage’s future product offerings;
- the payment of any future dividends;
- the outcome of any current or pending litigation against Heritage;
- treatment under government regulatory and taxation regimes;
- assumptions and expectations described in Heritage’s critical accounting policies and estimates;
- Heritage’s expectations regarding the adoption and impact of certain accounting pronouncements;
- Heritage’s expectations regarding legislation, regulations and licensing related to the cultivation, production and sale of cannabis products by Heritage or Heritage’s wholly-owned subsidiaries;
- Heritage’s expectations with respect to Heritage’s future financial and operating performance;
- Heritage’s expectations with respect to future performance, results and terms of strategic initiatives, strategic agreements and supply agreements;
- product sales expectations;
- development of affiliated brands, product diversification and future corporate development;
- anticipated results of research and development; and
- inventory and production capacity expectations including discussions of plans or potential for expansion of capacity at existing or new facilities.
With respect to any forward-looking statements contained in this Website, Heritage has made assumptions regarding, among other things: (i) Heritage’s ability to generate cash flow from operations and obtain necessary financing on acceptable terms; (ii) general economic, financial market, regulatory and political conditions in which Heritage operates; (iii) the yield from the growing operations of the Heritage’s licensed producers; (iv) consumer interest in Heritage’s products; (v) competition; (vi) anticipated and unanticipated costs; (vii) government regulation of Heritage’s activities and products and in the areas of taxation and environmental protection; (viii) the timely receipt of any required regulatory approvals; (ix) Heritage’s ability to obtain qualified staff, equipment and services in a timely and cost efficient manner; (x) Heritage’s ability to conduct operations in a safe, efficient and effective manner; and (xi) Heritage’s construction plans and timeframe for completion of such plans.
Some of the risks and other factors which could cause actual results to differ materially from those expressed in the forward-looking statements that may be contained in this Website include, but are not limited to: continued listing requirements of the Canadian Stock Exchange and increased price volatility; changes in laws, regulations and guidelines; risks inherent in strategic alliances; difficulty of forecasting the medical marijuana and recreational marijuana industries; exchange restrictions on business; risks relating to the ACMPR; risks relating to any expansion into foreign jurisdictions; political and other risks in emerging markets; risks of corruption and fraud in emerging markets; inflation risks in emerging markets; foreign ownership or control restrictions; risks relating to international advisors and consultants; increased operational, regulatory and other risks; Heritage’s limited operating history; reliance on licenses; reliance on certain facilities; reliance on management; reliance on key inputs; dependence on suppliers and skilled labor; risks inherent in an agricultural business; vulnerability to rising energy costs; transportation risks; operating risk and insurance coverage; environmental and employee health and safety regulations; product liability risks; risks of product recalls; unfavorable publicity or consumer perception; risks relating to client acquisitions; growth-related risks; risks relating to additional financing; risks relating to conflicts of interest; risks relating to competition from other companies; reputational risk to third parties; potential regulatory non-compliance issues; litigation risks arising in the ordinary course of business; reliance on cash from subsidiaries; risks of employees or other agents engaging in corruption or bribery without Heritage’s knowledge; risk that Heritage may not be able to pay dividends; no assurance of sufficient liquid trading market for future Heritage common shares; risk of losing any foreign private issuer status; and risks associated with the substantial obligations of being a public company, as well as those risk factors discussed herein or in documents incorporated by reference.
You are cautioned not to place undue reliance on forward-looking statements. Heritage undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
This Website, and any content included on the Website, including the Heritage Materials, are the property of Heritage and its licensors, and may be protected by intellectual property laws, including copyright law, trademark law, patent law and other laws of Canada and other applicable jurisdictions.
Subject to these Terms, you are granted a limited licence only to display and print the materials and information contained in the Website, including but not limited to text, images, graphics or code (collectively, the “Heritage Materials”) for your own personal, non-commercial use or to place an order with Heritage, where applicable; provided that such materials and information are not modified and that copyright and other intellectual property notices are not altered or deleted. You may not create derivative works from or otherwise reproduce, modify, republish or disseminate the Heritage Materials, or any element thereof, in any manner or form whatsoever. Unless you have entered into a separate agreement with Heritage, any other use of the Heritage Materials without Heritage’s written permission is prohibited.
Any unauthorized use regarding publication, copying or modification of information in any of the Heritage Materials, including trademarks, tradenames and design marks, may violate applicable legislation and may result in legal action.
Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a licence to use any trademark of Heritage or its affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Website.
You agree that you are solely responsible for all content and submissions you post, upload, or otherwise associate with the Website (the “User Content”).
In accordance with the Terms, you agree and affirm not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you or to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that Heritage may, in its sole discretion, deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people, publicly or otherwise, libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal, including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets; (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current.
You agree that any User Content that you submit or post does not and will not violate third-party rights of any kind, including without limitation, any Intellectual Property Rights (as defined below) or rights of privacy. Heritage reserves the right, but is not obligated, to reject and/or remove any User Content that Heritage believes, in its sole discretion, violates these provisions.
For the purposes of these Terms “Intellectual Property Rights” means all patent rights, copyrights, mask work rights, moral rights, rights of publicity, trademark, trade name, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You represent and warrant that you have every right, power and authority necessary to grant the rights to any User Content that you submit or post to the Website, that the use by Heritage of your User Content will not violate any law or infringe the rights of any third party, and that to the best of your knowledge, your User Content and any other information that you provide to Heritage is truthful and accurate.
Heritage takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or sends over the Website. You shall be solely responsible for your User Content and the consequences of posting or publishing it and you acknowledge and agree that Heritage has no obligation to screen your User Content.
However, Heritage may review and not display on, or remove any content from, the Website that (i) violates these Terms or any other agreement you have with Heritage, or violates applicable laws, rules or regulations, (ii) is abusive, disruptive, offensive or illegal, or (iii) violates the rights of, or harms or threatens the safety of other parties.
You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, or otherwise unsuitable for your purposes, and you agree that Heritage shall not be liable for any damages you allege to have incurred as a result of User Content.
User Content Licence Grant
By posting and/or otherwise providing any User Content using the Website, you expressly grant, and represent and warrant that you have a right to grant to Heritage, a royalty-free, unconditional, sublicensable, transferable, irrevocable, non-exclusive, worldwide licence to use, reproduce, adapt, list information regarding, edit, translate, publicly perform, publicly display, and make derivative works of all such User Content in whole or in part, and in any form, media or technology, whether now known or hereafter developed. This licence continues even if you stop using the Website and any associated services. To the extent your User Content is a trademark, trade name, service mark or service name protected by law, the foregoing licence also extends to the use by Heritage to identify you as a user of the Website. Further, to the extent you have given Heritage the right to access certain User Content that is present on another website or service you own or control, you give Heritage the right to scrape such website as required to retrieve such User Content for use on the Website as contemplated in the licence grants above.
ERRORS AND OMISSIONS
Although Heritage believes the Heritage Materials to be correct at the time they are posted, Heritage: (i) does not warrant the accuracy, completeness or currency of same at all times; and (ii) cannot guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the Heritage Materials in this Website. Information contained in this Website does not constitute a solicitation or an offering of securities in any jurisdiction.
Heritage has the right, but not the obligation, to correct any errors, inaccuracies or omissions and to change or update the Heritage Materials at any time, without prior notice to you. Heritage may experience delays in updating information on the Website and in advertising on other websites.
You acknowledge and agree that access to and use of this Website is primarily provided via the Internet and that your information, including personal information, may be transferred across national borders and stored or processed in any country in the world.
CONFIDENTIALITY AND COMMUNICATIONS THROUGH THIS WEBSITE
The Internet is not a fully secure medium and any communication may be lost, intercepted or altered. Heritage takes no responsibility for the privacy, integrity, or authenticity of communications over the Internet. Heritage disclaims any and all liability or responsibility for damages or losses suffered should you elect to communicate confidential information over the Internet or if Heritage so communicates at your request.
You may e-mail or otherwise provide Heritage with your comments, suggestions or feedback (“Comments”). Should you do so, you agree that: (i) Heritage and its affiliates have no obligation to you or any one else concerning such Comments; (ii) such Comments are non-confidential; (iii) Heritage and its affiliates may use, disclose, distribute or copy such Comments (including any ideas, concepts or know-how contained in such Comments) for any purpose and without restriction or obligation to you or to anyone else; and (iv) such Comments are truthful and do not violate the legal rights of others.
LINKS TO THIRD PARTY WEBSITES
Links from or to websites outside this Website are provided for convenience only. Heritage does not review, endorse, approve or control, and is not responsible for any sites linked from or to this Website, the content of those sites, the third parties named therein, or their products and services. Linking to any other site is at your sole risk and Heritage will not be responsible or liable for any damages in connection with linking. Heritage shall not be a party to any transaction between you and any third party including any third party advertising on this Website, and Heritage shall not be liable for any losses or damages arising out of such interaction with any third party. Without limiting the foregoing, any link to a third party press release, media coverage, stock exchange website or analyst coverage should not be taken as an endorsement by Heritage of the views, analysis or projections contained in such materials.
HERITAGE MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND AS REGARDS THE WEBSITE AND ANY AND ALL ASSOCIATED TECHNOLOGY. THE HERITAGE MATERIALS, INCLUDING WITHOUT LIMITATION INFORMATION REGARDING DIFFERENT STRAINS OF MEDICAL CANNABIS AND THEIR POTENTIAL SUITABILITY FOR TREATING DIFFERENT DIAGNOSES, ARE PROVIDED FOR GENERAL INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL, MEDICAL, OR OTHER PROFESSIONAL ADVICE OR AN OPINION OF ANY KIND. YOU ARE ADVISED TO SEEK SPECIFIC LEGAL AND/OR MEDICAL ADVICE BY CONTACTING A PROFESSIONAL.
ANY PURPORTEDLY APPLICABLE WARRANTIES, TERMS AND CONDITIONS ARE EXCLUDED, TO THE FULLEST EXTENT PERMITTED BY LAW. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THIS WEBSITE, THE SERVICES, THE PRODUCTS AND THE HERITAGE MATERIALS ARE PROVIDED ON AN “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS OR USEFULNESS OF THE HERITAGE MATERIALS, UNINTERRUPTED ACCESS, AND ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
The Website is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any province in Canada. In such cases, the provincial law shall apply to the extent necessary.
HERITAGE, ITS SUBSIDIARIES OR AFFILIATES DO NOT REPRESENT OR WARRANT THAT THIS WEBSITE, THE SERVICES, AND THE HERITAGE MATERIALS WILL BE A) TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, B) THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED, C) THAT THIS WEBSITE OR THE SERVERS THAT MAKE THIS WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.
If you breach any of these Terms and Heritage chooses not to immediately act, or chooses not to act at all, Heritage will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach the Terms. Heritage does not waive any of its rights. Heritage shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.
You may not assign, sub-license or otherwise transfer any of your rights under these Terms.
Heritage makes no representations through the Website, the Heritage Materials, or otherwise, as to the efficacy of any products that Heritage may offer. No content on the Website provides or is intended to replace professional medical or health care advice. Always consult a physician or other qualified health care professional with any questions or concerns you may have about any illness, condition, or the suitability or effectiveness of any particular course of treatment. DO NOT disregard any professional medical advice in favour of any content on the Website.
In the event of a medical emergency, call your doctor or 911 immediately.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT HERITAGE IS NOT LIABLE OR RESPONSIBLE FOR ANY PERSONAL INJURY (INCLUDING DEATH) OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER AND HOWEVER CAUSED, ARISING OUT OF OR IN CONNECTION WITH THE SELECTION, ADOPTION OR IMPLEMENTATION OF ANY PARTICULAR COURSE OF TREATMENT FOR ANY ILLNESS OR CONDITION.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HERITAGE OR ANY OF ITS AFFILIATES AND RELATED CORPORATIONS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, SECURITY HOLDERS, PARTNERS OR AGENTS (COLLECTIVELY, THE “HERITAGE PARTIES”) BE LIABLE TO YOU FOR ANY (A) INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES WHATSOEVER (EVEN IF ANY OF THE HERITAGE PARTIES IS MADE AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES), OR (B) ANY DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR LOSS OF OPPORTUNITY IN CONNECTION WITH OR RELATED TO ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDINGS ARISING FROM, RELATED TO, OR IN CONNECTION WITH (I) THESE TERMS, (II) THIS WEBSITE (INCLUDING ANY SITES LINKED FROM OR TO THIS WEBSITE), (III) THE HERITAGE MATERIALS, (IV) ANY SERVICES OFFERED THROUGH THE WEBSITE, AND (VI) YOUR ACCESS, USE, OR RELIANCE OF ANY OF THE FOREGOING, WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
IN EVERY EVENT, THE HERITAGE PARTIES’ TOTAL MAXIMUM AGGREGATE LIABILITY TO YOU IN CONNECTION WITH OR RELATED TO ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING FROM, RELATED TO, OR IN CONNECTION WITH (I) THESE TERMS, (II) THIS WEBSITE (INCLUDING ANY SITES LINKED FROM OR TO THIS WEBSITE), (III) THE HERITAGE MATERIALS, (IV) ANY SERVICES OFFERED THROUGH THE WEBSITE, AND (VI) YOUR ACCESS, USE, OR RELIANCE OF ANY OF THE FOREGOING SHALL BE LIMITED TO THE LESSER OF: (A) TWENTY ($20.00) DOLLARS (CAD); AND (B) THE AMOUNTS PAID BY YOU FOR ANY PRODUCTS PURCHASED BY YOU THROUGH THE WEBSITE IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FINAL EVENT GIVING RISE TO SUCH LIABILITY, IF ANY.
THE CONSIDERATION BEING PAID HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR HERITAGE TO ASSUME ANY RISKS BEYOND THOSE EXPRESSLY ASSUMED HEREIN AND IF ANY SUCH RISKS WERE TO BE ASSUMED BY HERITAGE, HERITAGE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT CHARGING SUBSTANTIAL FEES.
Please note that certain jurisdictions do not allow limitation of liability or the exclusion or limitation of certain damages. In such jurisdictions, some or all of the above disclaimers, exclusions, or limitations, may not apply to you; and in any such case, Heritage’s liability will be limited to the maximum extent permitted by law.
IN CONSIDERATION FOR ACCESSING OR USING THE WEBSITE, YOU AGREE TO DEFEND AND INDEMNIFY THE HERITAGE PARTIES AGAINST ANY LOSSES, LIABILITIES, CLAIMS, DEMANDS, THREATS, ACTIONS, PROCEEDINGS, EXPENSES (INCLUDING REASONABLE ATTORNEY FEES AND COURT COSTS) IN ANY WAY ARISING FROM, RELATED TO, OR IN CONNECTION WITH YOUR USE OF THE WEBSITE, INCLUDING IN CONNECTION WITH ANY PRODUCTS OFFERED THROUGH THE WEBSITE OR THE USE OF ANY INFORMATION CONTAINED IN OR OBTAINED THROUGH THE WEBSITE, YOUR VIOLATION OF THE TERMS OR ANY APPLICABLE LAW OR REGULATION, OR THE POSTING OR TRANSMISSION OF ANY MATERIALS ON OR THROUGH THE WEBSITE BY YOU, INCLUDING BUT NOT LIMITED TO, ANY THIRD PARTY CLAIM THAT ANY INFORMATION OR MATERIALS PROVIDED BY YOU INFRINGE UPON ANY THIRD PARTY PROPRIETARY RIGHTS.
The loses include but are not limited to: (a) legal and accounting fees resulting from your use of the Website; (b) your breach of any of these Terms; (c) anything you post on or upload to the Website; and (d) any activity related to your account. This includes any negligent or illegal conduct by you, any person or entity accessing the Website using any account which you may have created for the purposes of accessing the Website, whether such access is obtained via fraudulent or illegal means.
Heritage reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Heritage in asserting any available defences.
TERMS AND TERMINATION
These Terms become effective immediately upon your acceptance thereof. Use of the Website constitutes, and is deemed to be, acceptance of the Terms. These Terms remain in full force and effect unless and until terminated in accordance with the Terms hereof.
Heritage may terminate or suspend, at its sole discretion, access to the Website immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms.
All provisions of the Terms shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Upon termination, your right to use the Website will immediately cease. If you wish to terminate your use of the Website, you may simply discontinue using the Website.
The terms, conditions, and warranties contained in these Terms that by their sense and context are intended to survive the performance, cancellation, or termination hereof shall so survive the completion of performance, cancellation, or termination of these Terms.
Heritage’s failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. A waiver by Heritage of any default will not constitute a waiver of any subsequent default. No waiver by Heritage is effective unless it is communicated to you in writing.
Any headings and titles herein are for convenience only.
These Terms are not assignable, transferable or sub-licensable by you except with Heritage’s prior written consent. Heritage may assign, transfer or convey these Terms, or any of our rights hereunder to a third party without notice to you.
Unless otherwise indicated, all references to currency in this Agreement or in the Website are to the lawful money of Canada.
Any claims or disputes arising from, related to, or in connection with (i) these Terms, (ii) this Website, (iii) the Heritage Materials, (iv) any services offered through the website, and (v) your access, use, or reliance of any of the foregoing (each a “Dispute”) will be resolved in accordance with the laws in the Province of Ontario without regard to its conflict of law rules. Any such claims or Disputes must be brought before the courts in the City of Toronto, Ontario and you irrevocably consent to the exclusive jurisdiction and venue of such courts. Notwithstanding the foregoing, either party may apply to any court of competent jurisdiction to obtain injunctive or other emergency or similar relief.
Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against the Heritage Parties relating to any Dispute and you also agree to opt out of any class proceedings against Heritage.
If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect.
As set out, above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. Provincial laws of Canada may apply to certain products and service provided.
If you have any questions about these Terms, please contact us by (i) email: email@example.com; or (ii) mail at 600-77 Bloor Street, Toronto ON M5S 1M2.
These Terms were last updated on October 15, 2019.