WEBSITE USER AGREEMENT
This version in effect since September 26, 2008.
1. Legal Conditions for Use of Site
By using or downloading information or content from this website (the “Website”), you represent that you have read and understand this Agreement and agree to be bound by this Agreement. If you do not agree, do not use or download materials from this Website. The Website is owned and operated by Boston Pizza International Inc. (“Boston Pizza”).
2. Permitted Uses and Access
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.
You may not use any collaborative browsing or display technologies in connection with your use of the Website or to post comments, communications, or any other data of any kind (collectively, “Submissions”) to or on the Website with the intention that such postings may be viewed by other users of the Website.
If you send Submissions to Boston Pizza or the Website 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 THE WEBSITE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE WEBSITE, MATERIALS, INFORMATION, TEXT, GRAPHICS AND LINKS AND OTHER ITEMS CONTAINED IN THE WEBSITE 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 THIS WEBSITE 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 THIS WEBSITE, 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) THE WEBSITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS OR THAT ANY ERRORS WILL BE CORRECTED; (B) THE WEBSITE WILL MEET YOUR REQUIREMENTS; (C) THE INFORMATION AVAILABLE ON, THROUGH OR CONNECTED WITH THE WEBSITE WILL BE TIMELY, UNINTERRUPTED, SEQUENTIAL, ACCURATE OR COMPLETE; (D) CERTAIN OR ANY RESULTS MAY BE OBTAINED THROUGH THE ACCESS TO OR USE OF THE WEBSITE; OR (E) THE ACCESS TO AND USE OF THE WEB SITE 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.
5. Exclusion and Limitation on Liability
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, 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 THE WEBSITE, THIS AGREEMENT, THE SUBJECT MATTER OF THIS AGREEMENT, THE TERMINATION OF THIS AGREEMENT 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 THE WEBSITE, EMAIL OR OTHERWISE, OR FOR ANY LOSS OR DAMAGE SUFFERED AS A RESULT OF THE OPERATIONAL FAILURE, MALFUNCTION, INTERRUPTION, CHANGE, AMENDMENT OR WITHDRAWAL OF THE WEBSITE OR ANY PART OF IT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, 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 THE WEBSITE, YOUR BREACH OF THIS AGREEMENT, OR ANY WRONGFUL CONDUCT BY YOU OR ANY PERSON FOR WHOM YOU ARE RESPONSIBLE UNDER THIS AGREEMENT 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.
7. Acknowledgement and exclusion by statute in certain jurisdictions
YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT REPRESENTS 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 THIS AGREEMENT, 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.
8. Other Sites
For your convenience, this Website 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.
9. U.S. Website / BP Income Fund Website
The Website includes 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. The Website includes 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.
No Linking, Framing, Mirroring, Scraping, and Data-Mining
Links to the Website without the express written permission of Boston Pizza are strictly prohibited. The framing, mirroring, scraping or data-mining of the Website or any of its content in any form and by any method is strictly prohibited.
10. No Framing, Mirroring, Scraping, and Data-Mining
The framing, mirroring, scraping or data-mining of the Website or any of its content in any form and by any method is strictly prohibited.
11. Personal Information Privacy
12. Copyright and Restrictions on Use
Copyright © 2008, Boston Pizza International Inc. All rights reserved.
The Website including all of its content (including all text, data, graphics, video, audio, images, icons, software, designs, applications and other elements available on or through the Website) 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 this Website (“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 this Website 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 the Website and shall remain with Boston Pizza who owns full and complete right, title and interest in, to and associated with the Website and all Materials on the Website. Boston Pizza make no representations that the Website 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 the Website and Materials.
13. 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 this Website 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.
14. No Transactions or Advice
The Website is for convenience and informational purposes only. The Website is not intended to be a comprehensive or detailed statement concerning the matters addressed, any kind of advice, or an offer to sell or buy any product or service.
None of the communications made through this Website 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 the required Uniform Franchise Offering Circular (in the case of residents of the U.S.A.) or other Disclosure Statement (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 firstname.lastname@example.org.
From time to time Boston Pizza may make contests available to users of the Website and others. All contests are governed by this Agreement and the applicable Contest Rules. By participating in a contest through the Website, you signify your agreement and acceptance of this Agreement and the applicable Contest Rules.
The provisions of this Agreement are intended to be severable. If for any reason any provision of this Agreement 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 this Agreement and the Website
19. Governing Law and Venue
The Website is controlled by Boston Pizza from Vancouver, British Columbia, Canada. This Agreement 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 this Website, 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 this Agreement and the Website 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.
This Agreement, including any changes made to this Agreement from time to time, constitutes the entire agreement between you and Boston Pizza relating to your use of the Website, and supersedes all previous agreements, written, oral or otherwise, between you and Boston Pizza with respect to your use of the Website. Boston Pizza may, in its absolute discretion, revise this Agreement at any time, without any prior notice or liability to you or any other person, by posting an amended Agreement on the Website.
If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed to be severed from the rest of this Agreement and will not affect the validity and enforceability of any remaining provisions.
This Agreement enures 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 this Agreement or your rights and obligations under this Agreement without the express prior written consent of Boston Pizza, which may be withheld in Boston Pizza’s absolute discretion. The BP Group may assign this Agreement and their respective 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.