Last Updated: March 6, 2020
These Terms and Conditions (“Terms”) govern your (“user”, “you” or “your”) use of the website on which these Terms are posted (the “Site”), as well as any content accessed through the Site, and constitute a legal contract between you and the owner of the Site, SmartSweets Inc. (“SmartSweets”, “we”, “us” or “our”). Please read these Terms carefully because your use of the Site, other than to review these Terms, signifies your consent to be legally bound by and to comply with these Terms. If you do not agree with these Terms, you may not access or use the Site.
Copyright and all other rights not expressly granted to users under these Terms are reserved by SmartSweets, and any additional uses of the Site or its contents require our prior written permission.
These Terms are current as of the "updated” date which appears at the top of this page. At any time without notice or liability, and for any reason, we may update, change, suspend or terminate any aspect of these Terms or the Site. Please consult these Terms periodically to ensure that you are familiar with the most recent version. Your continued use of the Site following the posting of changes to these Terms will mean that you accept and agree to those changes.
Your use of the Site and our use of certain information about you are subject to our privacy statement available at March 6, 2020 (“Privacy Statement”), which is hereby incorporated by reference. Through your use of the Site you consent to the collection, use and disclosure of your information in accordance with the Privacy Statement. In case of any inconsistency between these Terms and any terms set out in the Privacy Statement, the terms of the Privacy Statement will prevail.
User Content and Conduct
All information, data, text, messages and other materials and content (“Content”) that are posted, e-mailed, transmitted, uploaded or otherwise submitted through your use of the Site are submitted at your own risk and are your sole responsibility. If you are posting Content generated by or on behalf of a third party, you warrant that you are authorized to act on behalf of that third party and to bind them to these Terms. You should not submit any Content that may cause harm or injury to any party.
You agree that you are responsible for your own conduct when using the Site. Content belonging to others may be copied and printed for your personal use only. Misuse or unauthorized use of the Site or its contents (including any information, images or other materials on the Site) is strictly prohibited, and SmartSweets reserves the right, at its sole discretion and without liability, to immediately suspend or terminate access by any user who is using, or who SmartSweets reasonably believes may be using the Site or its contents in violation of these Terms. You agree that you will use the Site, including all Content, only in ways that are legal, proper and in accordance with these Terms, accepted Internet protocol, and applicable rules, policies and guidelines. Without limiting the generality of the foregoing, by using the Site, you agree not to:
copy, distribute or otherwise make available material from the Site for commercial exploitation without the express written permission of SmartSweets;
use the Site in a way that could damage it or the material displayed on it;
interfere with website security or the security of the linked websites;
disrupt or interfere with another person’s use of the Site;
use or attempt to use another person’s account or password;
attempt to gain unauthorized access to the restricted areas of the Site;
upload, download, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of our networks connected to the Site; or
violate or infringe any right of any third party.
We may, but are under no obligation to monitor, review or log any activity or use of the Site. You consent to any such monitoring, reviewing and logging that is necessary to satisfy any law, regulation or government request, or to enhance operational efficiencies, to improve service levels, to assess client satisfaction, or to protect SmartSweets or its users. We reserve the right, but do not assume the obligation, to suspend access to the Site to, or otherwise ban, any users who violate these Terms
Access and Interference
You agree that you will not use any spiders, robots, other automatic devices, or manual processes to monitor or copy the Site or any content available on the Site, or the use of the Site or any such content by any party, or for any other unauthorized purpose without our express prior written permission. You agree that you will not use any device, software or routine to interfere or to attempt to interfere with the proper working of the Site; to destroy, manipulate, remove, destroy or impair any portion of our website; or to disrupt our servers or network, nor will you do or cause to be done anything that imposes an unreasonable or disproportionately large load on our infrastructure.
Rights to Unsolicited Ideas
If you submit any unsolicited ideas, comments or other feedback (“Feedback”) to us regarding our products, the Site and/or the content available on the Site, you agree that such Feedback (including all rights, title and interest therein) automatically become our property, and you forfeit all rights that you may have in such Feedback. For greater certainty, you agree that SmartSweets and its affiliated companies may use (or not use) and exploit any Feedback in any way at their discretion, without compensation or obligation to you or to any other party.
Our Intellectual Property Rights
The Site, and any content available on the Site and other information and materials created or supplied by us, and the selection and arrangement thereof, are owned by us or our third party licensors and are protected by Canadian and international copyright, and other intellectual property laws and treaty provisions.
All trademarks and design marks, trade dress, service names, logos and associated designs used in connection with the Site are trademarks and/or registered trademarks of SmartSweets and/or its affiliates, licensors, or related companies. Except as expressly permitted by law, the use, copying, imitation or modification of any trademarks without the express written consent of the owner of the trademark is strictly prohibited. You will not remove, alter or conceal any trademark or other proprietary rights notices incorporated into or accompanying the Site, any content available on the Site or any other information or materials accessed through the Site.
You are solely responsible for obtaining, maintaining and paying for all communications services, mobile devices, computer hardware, and other equipment and services required to access and use the Site and any content accessed or obtained through your use of the Site. Use of the Site is solely at your own risk. SmartSweets assumes no responsibility and shall not be liable for any damage to, or viruses that may infect your software, computer equipment (including mobile devices) or other property as a result of your access to, use, or browsing of the Site or associated websites, or from using or downloading any information, data, text, software, photographs, graphics, images, messages, ideas or other content.
You agree to defend, indemnify and hold us, our affiliates and licensors, and each of our respective officers, partners, directors, employees and agents harmless, from and against any and all losses, costs and damages, including those arising in connection with any third party claims, resulting from or related to: (a) your breach of these Terms, (b) your access to or use (or misuse) of the Site or its content; (c) your use, submission or transmission of any Content, (d) your use of or reliance upon, or publication, communication or distribution of any materials from any third party source, or (e) your violation of any other party’s rights including, without limitation, any intellectual property, privacy or proprietary right, or obligation of confidentiality. You shall use your best efforts to cooperate with us in the defense of any claim made against us. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE AS FOLLOWS:
(A) THE SITE IS PROVIDED TO YOU FOR YOUR PERSONAL USE IN ACCORDANCE WITH THESE TERMS. YOUR USE OF THE SITE, INCLUDING ANY LINKS OR CONTENT, IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, OUR CONTENT, AND ANY OTHER INFORMATION AND MATERIALS THAT WE MAKE AVAILABLE TO YOU OR THAT YOU ACCESS THROUGH THE USE OF THE SITE, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(B) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTY THAT (I) THE SITE OR ANY CONTENT, LINKED OR RELATED WEBSITES, OR OTHER MATERIALS WILL MEET YOUR EXPECTATIONS OR SATISFY YOUR REQUIREMENTS, (II) THE USE OF THE SITE OR ANY CONTENT, LINKED OR RELATED WEBSITES OR OTHER MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY CONTENT WILL BE COMPLETE, ACCURATE, RELIABLE OR USEFUL, (IV) THE QUALITY OF ANY LISTINGS, PRODUCTS, SERVICES, PROGRAMS, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU THROUGH YOUR USE OF THE SITE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SITE, CONTENT, OR OTHER MATERIALS WILL BE CORRECTED.
(C) ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE ACCESSED OR OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY HARM OR DAMAGE, INCLUDING (BUT NOT LIMITED TO) DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.
(D) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, THROUGH YOUR USE OF THE SITE, OR THROUGH OR FROM ANY OTHER WEBSITE OR PUBLICATION, WILL CREATE ANY WARRANTY OR OTHER LIABILITY NOT EXPRESSLY STATED IN THESE TERMS.
LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT IF YOU ARE DISSATISFIED WITH THE SITE OR ITS CONTENTS, OR WITH ANY RESULTS OBTAINED THROUGH THE USE OF THE SITE, YOUR ONLY REMEDY IS TO DISCONTINUE USE OF THE SITE.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE OR ANY CONTENT; (II) ANY ERRORS OR OMISSIONS IN THE SITE OR ANY CONTENT; (III) THE SUSPENSION OR TERMINATION OF YOUR ABILITY TO ACCESS THE SITE; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE OR FAILURE OF OUR SYSTEMS; (V) ANY BUGS, VIRUSES OR THE LIKE THAT ARE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY; OR (VI) ANY OTHER MATTER OR EVENT RELATING TO OR RESULTING FROM YOUR OR ANY OTHER PARTY’S USE OF THE SITE.
YOU EXPRESSLY ACKNOWLEDGE THAT WE HAVE ENTERED INTO THIS AGREEMENT WITH YOU, AND HAVE AND WILL MAKE THE SITE AVAILABLE TO YOU IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THESE TERMS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH IN THESE TERMS WILL SURVIVE, AND CONTINUE TO APPLY IN THE CASE OF, FUNDAMENTAL BREACH OR BREACHES, THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY, OR TERMINATION OF THE AGREEMENT BETWEEN YOU AND US.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages and, accordingly, some or all of the above limitations may not apply to you. In such jurisdictions, you agree that our liability shall be limited to the greatest extent permitted by applicable law.
You may discontinue your use of the Site at any time, for any reason or for no reason.
In addition to any other termination rights that we may have, we reserve the right to modify, suspend, discontinue or terminate the Site or any party’s ability to access or use the Site, our materials or other Content, at any time and for any reason (or no reason), including any breach by you of these Terms.
Upon termination, you will have no further right to access or use the Site, and any rights and licenses granted to you under these Terms will terminate. Termination or other discontinuation of your use of the Site will not relieve you of any obligations arising prior to termination regarding the use and protection of intellectual property or confidential information, ownership, or indemnification, nor will it relieve you of any liability for any breach of these Terms. Upon termination, we will have the right, but not the obligation to retain any Content or other information that you have submitted.
These Terms will be interpreted, construed and governed by the laws in force in the Province of British Columbia, and the federal laws of Canada applicable therein, without reference to its conflicts of laws principles.
Any dispute or claim arising out of or relating to these Terms will be referred to and finally resolved by arbitration administered by the British Columbia International Commercial Arbitration Centre pursuant to its applicable Rules. The place of arbitration shall be Vancouver, British Columbia, Canada and the language of the arbitration shall be English. The number of arbitrators shall be one (1). Notwithstanding the foregoing, SmartSweets may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that these Terms are specifically enforceable by SmartSweets through injunctive relief and other equitable remedies without proof of monetary damages. You agree that any claim or action brought by you in connection with these Terms or your use of the Site or its contents will be brought within twelve (12) months of the first occurrence of the loss or damage on which the claim is based.
Any products and services offered through the Site are offered only in jurisdictions where they may be legally offered, and are offered only to persons to whom it is lawful to make a solicitation. You agree to comply with all applicable laws, rules and regulations governing your use of the Site.
These Terms contain the entire agreement between you and us governing your use of the Site. The legal agreement created by your acceptance of these Terms is personal, and cannot be transferred or assigned by you. We may assign this agreement and/or any of our rights or obligations under these Terms at any time.
Our failure to exercise or enforce any right or remedy under these Terms will not constitute a waiver of such right or remedy.
No use of the Site or any content available on the Site will create or be deemed to create any partnership, joint venture, agency, franchise or other business relationship, even if your use is for a commercial purpose which has been authorized by us. You and SmartSweets shall, at all times, be and remain independent contractors.
The provisions of these Terms are severable. If any individual term or condition is held to be invalid, unenforceable or contrary to applicable law, such provision will be construed, limited, altered or deleted, as necessary, to eliminate the invalidity, unenforceability or conflict with applicable law while endeavoring to preserve the intention of the provision, and all other terms and conditions will remain in full force and effect.
SmartSweets may communicate with you by email or by posting notices on the Site. You consent to receive communications from SmartSweets electronically, and agree that all notices, waivers, agreements, disclosures and other communications satisfy any legal requirements that such communications be in writing. You further agree that these Terms, and all correspondence and documentation relating to these Terms and your use of the Site, will be written in the English language. Vous acceptez que ces terms d’usage, ainsi que toute la correspondence et la documentation relative à ces termes d’usage, soient rédigées en langue anglaise.
If you wish to contact us with any questions, comments or concerns regarding these Terms or the Site, or to provide any notice pursuant to these Terms, please contact us at hello@SmartSwets.com #200 - 75 West Broadway, Vancouver BC, Canada V5Y 1P1