WEBSITE USER AGREEMENT
This version in effect since June 13, 2014.
In these General Terms and Conditions, the following terms have the following meanings:
“Boston Pizza” means Boston Pizza International Inc. and its affiliates.
“Boston Pizza Technology” means the Websites and the Mobile Apps.
“Mobile Apps” means the mobile applications and the services provided through the mobile applications that are owned, operated or controlled by Boston Pizza.
“Websites” means the websites and the services provided through the websites that are owned, operated or controlled by Boston Pizza.
2. Legal Conditions for Use of Boston Pizza Technology
By using or downloading information or content from Boston Pizza Technology, you represent that you have read and understand these General Terms and Conditions and agree to be bound by these General Terms and Conditions. If you do not agree, do not use or download information or content from Boston Pizza Technology. This Website is owned and operated by Boston Pizza.
3. Permitted Uses and Access
Boston Pizza Technology may not be used by persons in jurisdictions where access to or use of Boston Pizza Technology or any part of it may be illegal or prohibited.
You may not use any collaborative browsing or display technologies in connection with your use of Boston Pizza Technology or to post comments, communications, or any other data of any kind (collectively, “Submissions”) via Boston Pizza Technology with the intention that such postings may be viewed by other users of Boston Pizza Technology.
If you send Submissions to Boston Pizza or Boston Pizza Technology you automatically grant (or warrant that the owner of the Submissions grants) to Boston Pizza and its assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of Boston Pizza or its assigns, and you agree, represent and warrant that all moral rights in the Submissions are waived in favour of Boston Pizza and its assigns.
NEITHER BOSTON PIZZA, BOSTON PIZZA ROYALTIES INCOME FUND, BOSTON PIZZA HOLDINGS TRUST, BOSTON PIZZA HOLDINGS LIMITED PARTNERSHIP, BOSTON PIZZA ROYALTIES LIMITED PARTNERSHIP, BOSTON PIZZA HOLDINGS GP INC., BOSTON PIZZA GP INC. OR ANY OF THEIR RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, TRUSTEES, AGENTS OR REPRESENTATIVES (COLLECTIVELY, THE “BP GROUP”) ACCEPTS ANY LIABILITY FOR YOUR USE OF BOSTON PIZZA TECHNOLOGY. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, BOSTON PIZZA TECHNOLOGY, MATERIALS, INFORMATION, TEXT, GRAPHICS AND LINKS AND OTHER ITEMS CONTAINED IN BOSTON PIZZA TECHNOLOGY ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES, REPRESENTATIONS OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, TITLE, PERFORMANCE, DURABILITY, AVAILABILITY, TIMELINESS, ACCURACY, COMPLETENESS AND FREEDOM FROM ERRORS, VIRUSES, BUGS, UNINTERRUPTED SERVICE, DEFECTS OR HARMFUL COMPONENTS. NONE OF THE BP GROUP WILL BE LIABLE FOR ANY DAMAGES OR INJURY CAUSED BY, INCLUDING BUT NOT LIMITED TO, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS, OR LINE FAILURE. INFORMATION WITHIN BOSTON PIZZA TECHNOLOGY MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. BOSTON PIZZA RESERVES THE RIGHT TO MAKE CHANGES, CORRECTIONS AND/OR IMPROVEMENTS TO THE MATERIALS AND INFORMATION CONTAINED WITHIN BOSTON PIZZA TECHNOLOGY, AT ANY TIME, WITHOUT NOTICE TO YOU.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BP GROUP MAKES NO REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE THAT: (A) BOSTON PIZZA TECHNOLOGY WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS OR THAT ANY ERRORS WILL BE CORRECTED; (B) BOSTON PIZZA TECHNOLOGY WILL MEET YOUR REQUIREMENTS; (C) THE INFORMATION AVAILABLE ON, THROUGH OR CONNECTED WITH BOSTON PIZZA TECHNOLOGY WILL BE TIMELY, UNINTERRUPTED, SEQUENTIAL, ACCURATE OR COMPLETE; (D) CERTAIN OR ANY RESULTS MAY BE OBTAINED THROUGH THE ACCESS TO OR USE OF BOSTON PIZZA TECHNOLOGY; OR (E) THE ACCESS TO AND USE OF BOSTON PIZZA TECHNOLOGY WILL BE FREE OF VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS AND WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; AND THE BP GROUP DISCLAIMS ANY AND ALL LIABILITY REGARDING SUCH MATTERS TO THE FULLEST EXTENT PERMITTED BY LAW.
6. Exclusion and Limitation on Liability
NOTWITHSTANDING ANY OTHER PROVISION OF THESE GENERAL TERMS AND CONDITIONS, UNDER NO CIRCUMSTANCES WILL THE BP GROUP EVER BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSS OR DAMAGE ARISING FROM, CONNECTED WITH, OR RELATING TO BOSTON PIZZA TECHNOLOGY, THESE GENERAL TERMS AND CONDITIONS, THE SUBJECT MATTER OF THESE GENERAL TERMS AND CONDITIONS, THE TERMINATION OF THESE GENERAL TERMS AND CONDITIONS OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION OR GOODWILL, ANTICIPATED OR OTHERWISE, OR ECONOMIC LOSS, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY THE BP GROUP OR ANY PERSON FOR WHOM THE BP GROUP IS RESPONSIBLE, AND EVEN IF THE BP GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BP GROUP WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGE SUFFERED BY YOU OR ANY OTHER PERSON AS A RESULT OF ANY FAILURE OR REFUSAL BY THE BP GROUP NOW TO GIVE EFFECT TO, OR FOR ANY FAILURE OR DELAY BY THE BP GROUP NOW IN RECEIVING, ACCESSING, PROCESSING OR ACCEPTING, ANY COMMUNICATION SENT TO THE BP GROUP NOW BY MEANS OF BOSTON PIZZA TECHNOLOGY, EMAIL OR OTHERWISE, OR FOR ANY LOSS OR DAMAGE SUFFERED AS A RESULT OF THE OPERATIONAL FAILURE, MALFUNCTION, INTERRUPTION, CHANGE, AMENDMENT OR WITHDRAWAL OF BOSTON PIZZA TECHNOLOGY OR ANY PART OF IT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND NOTWITHSTANDING ANY OTHER PROVISION OF THESE GENERAL TERMS AND CONDITIONS, UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE LIABILITY OF THE BP GROUP TO YOU OR ANY OTHER PERSON UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY THE BP GROUP OR ANY PERSON FOR WHOM THE BP GROUP IS RESPONSIBLE, AND EVEN IF THE BP GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE BEING INCURRED, EVER EXCEED TEN DOLLARS $10 (CAD). YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE THE BP GROUP FROM ANY AND ALL LIABILITY IN EXCESS OF TEN DOLLARS $10 (CAD).
YOU WILL INDEMNIFY, DEFEND AND HOLD THE BP GROUP HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES AND COSTS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL FEES AND EXPENSES, INCURRED BY THE BP GROUP IN CONNECTION WITH ANY CLAIM, DEMAND OR PROCEEDING ARISING OUT OF, RELATED TO, OR CONNECTED WITH YOUR ACCESS TO OR USE OF BOSTON PIZZA TECHNOLOGY, YOUR BREACH OF THESE GENERAL TERMS AND CONDITIONS, OR ANY WRONGFUL CONDUCT BY YOU OR ANY PERSON FOR WHOM YOU ARE RESPONSIBLE UNDER THESE GENERAL TERMS AND CONDITIONS OR AT LAW. YOU WILL ASSIST AND CO-OPERATE AS FULLY AS REASONABLY REQUIRED BY THE BP GROUP IN THE DEFENCE OF ANY SUCH CLAIM, DEMAND OR PROCEEDING.
8. Acknowledgement and exclusion by statute in certain jurisdictions
YOU ACKNOWLEDGE AND AGREE THAT THESE GENERAL TERMS AND CONDITIONS REPRESENT A FAIR ALLOCATION OF RISK AND LIABILITY. ADVICE AND INFORMATION PROVIDED BY BOSTON PIZZA, WHETHER ORAL OR WRITTEN, WILL NOT CREATE ANY REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE OR VARY OR AMEND THESE GENERAL TERMS AND CONDITIONS, AND YOU MAY NOT RELY UPON ANY SUCH ADVICE OR INFORMATION. THE EXCLUSION OF CERTAIN WARRANTIES AND THE LIMITATION OF CERTAIN LIABILITIES IS PROHIBITED IN SOME JURISDICTIONS. THESE STATUTORY PROHIBITIONS MAY APPLY TO YOU.
9. Other Sites
For your convenience, Boston Pizza Technology may contain links to other Websites operated by other persons (“Other Sites”) that may be of interest to you, including the U.S. Website (defined below) and the BP Income Fund Website (defined below). Other Sites are independent of Boston Pizza, and Boston Pizza has no responsibility or liability for or control over Other Sites, their business, goods, services or content. Boston Pizza is not responsible for the content of any Other Sites or any link contained in the Other Sites. Boston Pizza reserves the right to terminate any link or linking program at any time. The inclusion of any link to the Other Sites does not constitute or imply an endorsement, authorization, sponsorship or affiliation by Boston Pizza of the Other Sites, or any products or services provided by such Other Sites. If you decide to access any of the Other Sites you do so entirely at your own risk, and you will not make any claim against any of the BP Group arising from, connected with, or relating to your use of Other Sites or your dealings with the owners or operators of the Other Sites.
10. U.S. Website / BP Income Fund Website
Boston Pizza Technology may include hyperlinks to the web site of Boston Pizza Restaurants, LP, a Delaware limited partnership (“BPR”), linked by the words, including but not limited to, “BP USA” (the “U.S. Website”). The U.S. Website is owned by BP International Rights Holdings Inc. and operated under the control of BPR and not Boston Pizza. The terms and conditions for the use of the U.S. Website are set forth on the U.S. Website. Boston Pizza Technology may include hyperlinks to the web site of Boston Pizza Royalties Income Fund, a British Columbia trust (“BP Income Fund”), linked by the words, including but not limited to, “BP Income Fund” (the “BP Income Fund Website”). The BP Income Fund Website is owned by the BP Income Fund and operated under the control of the BP Income Fund. The terms and conditions for the use of the BP Income Fund Website are set forth on the BP Income Fund Website.
11. No Linking, Framing, Mirroring, Scraping, and Data-Mining
Links to Boston Pizza Technology without the express written permission of Boston Pizza are strictly prohibited. The framing, mirroring, scraping or data-mining of Boston Pizza Technology or any of its content in any form and by any method is strictly prohibited.
12. Personal Information Privacy
13. Copyright and Restrictions on Use
Copyright © 2014, Boston Pizza International Inc. All rights reserved.
Boston Pizza Technology including all of its content (including all text, data, graphics, video, audio, images, icons, software, designs, applications and other elements available on or through Boston Pizza Technology) as well as its layout, organization and design are copyrighted and are protected by Canadian and worldwide copyright trademark and other laws and treaty provisions. Material and content from Boston Pizza Technology (“Materials”) may not be copied, distributed, republished, uploaded, posted, or transmitted in any way, without the prior written consent of Boston Pizza (except you may download one copy of the Materials for your personal, non-commercial, internal use). Modification or use of Materials for any other purpose is or will be a violation copyright, trademark, and other laws. Except as otherwise described, all Materials on Boston Pizza Technology are made available only to provide information. No right, title or interest of any kind whatsoever will be or is transferred to you by your use or download of Materials from Boston Pizza Technology and shall remain with Boston Pizza who owns full and complete right, title and interest in, to and associated with Boston Pizza Technology and all Materials on Boston Pizza Technology. Boston Pizza make no representations that Boston Pizza Technology or Materials are or will be appropriate, accessible, or available for your use. You are responsible for compliance with all applicable local laws with respect to your use of Boston Pizza Technology and Materials.
14. Trade-mark Notices
Nothing contained herein shall be construed as conferring, by estoppel, implication or otherwise, any license or right in respect of any trade-mark or other intellectual property right of the BP Group, or any other party. The Boston Pizza name and logos displayed throughout Boston Pizza Technology and all related products and service names are the trade-marks, service marks or registered trade-marks of Boston Pizza Royalties Limited Partnership and are duly licensed to Boston Pizza. Any reproduction of any of these marks, names or logos without the express written consent of Boston Pizza Royalties Limited Partnership is strictly prohibited. All other trademarks are the property of their respective trademark owners.
None of the communications made through Boston Pizza Technology should be construed as an offer to sell any Boston Pizza franchises in, nor is any such communication directed to, residents of any jurisdiction requiring registration of the franchise before it is offered and sold in that jurisdiction. No Boston Pizza franchises will be sold to any resident of any such jurisdiction until the offering of such franchises has been exempted from the requirements of, or duly registered in and declared effective by, such jurisdiction and a Disclosure Document (if any) has been delivered to the prospective franchisee before the sale in compliance with applicable law. If you should have any questions concerning the registration status of Boston Pizza franchises in your jurisdiction, please contact Lisa McFadden at email@example.com.
From time to time Boston Pizza may make contests available to users of Boston Pizza Technology and others. All such contests are governed by these General Terms and Conditions and the applicable Contest Rules. By participating in a contest through Boston Pizza Technology, you signify your agreement and acceptance of these General Terms and Conditions and the applicable Contest Rules.
The provisions of these General Terms and Conditions are intended to be severable. If for any reason any provision of these General Terms and Conditions is held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
18. Termination of these General Terms and Conditions and Boston Pizza Technology
19. Governing Law and Venue
Boston Pizza Technology is controlled by Boston Pizza from Vancouver, British Columbia, Canada and Mississauga, Ontario. These General Terms and Conditions will be governed and construed pursuant to the laws of the Province of British Columbia, Canada, and the laws of Canada applicable therein notwithstanding any principles of conflict of laws or choice of law. You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the Province of British Columbia, Canada, for any litigation arising out of or relating to the use of Boston Pizza Technology, waive any objection to the venue of any such litigation in the British Columbia courts and agree not to plead or claim in any British Columbia court that such litigation brought therein has been brought in an inconvenient forum. Proceedings regarding any disputes with respect to These General Terms and Conditions and Boston Pizza Technology must be commenced in a court of competent jurisdiction in the City of Vancouver, British Columbia, Canada within six (6) months after such a dispute arose, after which time any and all proceedings regarding such disputes are barred.
Boston Pizza may, from time to time, incorporate these General Terms and Conditions into any other terms and conditions or policy issued by Boston Pizza (collectively, “Other Terms and Conditions”). Upon incorporating these General Terms and Conditions into Other Terms and Conditions, these General Terms and Conditions and those Other Terms and Conditions shall be considered and interpreted as one collective document except to the extent of inconsistency, in which case these General Terms and Conditions shall govern. These General Terms and Conditions, including any changes made to these General Terms and Conditions from time to time and any Other Terms and Conditions incorporating these General Terms and Conditions, constitutes the entire agreement between you and Boston Pizza relating to your use of Boston Pizza Technology, and supersedes all previous agreements, written, oral or otherwise, between you and Boston Pizza with respect to your use of Boston Pizza Technology. Boston Pizza may, in its absolute discretion, revise these General Terms and Conditions at any time, without any prior notice or liability to you or any other person, by posting amended General Terms and Conditions on the Websites.
These General Terms and Conditions enure to the benefit of and is binding upon each of the BP Group and their respective successors and assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign these General Terms and Conditions or your rights and obligations under these General Terms and Conditions without the express prior written consent of Boston Pizza, which may be withheld in Boston Pizza’s absolute discretion. The BP Group may assign these General Terms and Conditions and their respective rights and obligations under these General Terms and Conditions 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 these General Terms and Conditions 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 these General Terms and Conditions and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ces Conditions d’Utilisation et tous les documents qui s’y rapportent soient rediges en anglais.