Terms and Conditions
Last updated: November 2, 2023
1. Your Relationship with Us
These Terms and Conditions (the “Terms”) govern the relationship, and serve as a legally binding agreement, between you and Woodcliffe Landmark Properties Limited (“Company”, “we”, “our” or “us”) and govern your access to and use of, including any content, functionality, and services offered on or through www.woodcliffe.ca (the “Website”). For purposes of these Terms, “you” and “your” means you as the user of the Website.
2. Age and Acceptance of Terms.
By using this Website, you confirm that: (a) you are at least the age of majority in your jurisdiction of residence and can form a binding contract with Company; (b) you accept these Terms; and (c) you agree to comply with these Terms. If you do not meet all of these requirements, you must not access or use the Website. If we learn that someone under the relevant age is using the Website, we will terminate access to the Website for such user.
3. Changes to the Terms
We reserve the right in our sole and absolute discretion to revise and update these Terms from time to time. All changes are effective immediately upon posting and apply to your continued access to and use of the Website. We may post reminders and summary information about material changes to these Terms, including where there are substantial amendments that affect your rights and obligations, but it is your responsibility to review them. You agree to periodically review these Terms in order to be aware of any such changes and your continued use of the Website following any such changes will be deemed to indicate your acceptance of any such changes, regardless of whether you were given notice of same.
For clarity, if any of the terms and conditions of these Terms, or any future modifications thereto, are unacceptable to you, you may discontinue your use of the Website. Your use of the Website now, or your continued use of the Website following the implementation of updated Terms, will indicate acceptance by you of such Terms or modifications. If you do not agree to the Terms as applicable from time to time, you must stop accessing or using the Website.
4. Intellectual Property Rights; Limited Licence
Intellectual Property Rights: As between you and Company, Company owns any and all rights, title, and interest in and to the Website and any and all data and content made available in and through the Website, including all software, computer code, tools, patches, updates, images, text, graphics, illustrations, logos, photographs, images, pictures, audio, sound effects, sound recordings, features, functionality, design, presentation and “look and feel” of the Website, and all intellectual property rights related to the foregoing and the Website (the “Company Content”). Put simply, the Website and the Company Content (including all components thereof) are the property of their respective owners and are protected by copyright, trademark, patent, trade secret, and any other proprietary rights.
Limited Licence: You acknowledge and agree that you have no ownership rights in the Website or the Company Subject to all of the Terms, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited licence to access and use the Website and to access the Company Content. We reserve all rights not expressly granted herein in the Website and Company Content.
You acknowledge that your use of the Company Content for any purpose not expressly permitted by these Terms is strictly prohibited. Without limiting the restrictions in Section 9: (a) neither Company Content nor the design or layout of the Website, nor any part or component of any of the foregoing, may be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent; and (b) you cannot create any work of authorship or proprietary right based on the Website (including Company Content). You will only use the Website as may be expressly provided in this Agreement or to the extent permitted by law or (if applicable) relevant open source licences. We and our licensors reserve all rights not expressly granted in and to their content.
While we are continually working to develop and evaluate our own product ideas and features, we also pay attention to the interests, feedback, comments, and suggestions we receive from our community. If you choose to contribute by sending us any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively, “Feedback”), then regardless of what your accompanying communication may say, in order to avoid any misunderstandings the following terms will apply to the Feedback. Accordingly, by sending Feedback to us, you agree that:
- Company has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
- Feedback is provided on a non-confidential and non-proprietary basis, and we are not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way;
- You irrevocably grant us an irrevocable, non-exclusive, worldwide, perpetual, royalty-free, sub-licensable (including via multiple tiers of sublicensing), transferrable licence to reproduce, distribute, create derivative works of, modify, communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified;
- You have been deemed to have warranted to us that you have or own all the necessary legal rights to submit such Feedback and grant us (and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns) the licence to the Feedback, and that the Feedback does not and will not violate any law or the intellectual property, privacy, publicity, or other rights of any person;
- You understand and agree that you are fully responsible for any Feedback you submit, and you are fully responsible and legally liable, including to any third party, for such content, its accuracy, and your rights to use it; and
- You waive any moral rights or other rights of authorship in and to any Feedback in favour of the Company, including any rights you may have in the altered or changed Feedback even if it is no longer agreeable to you.
6. Equipment Requirement
To use the Website, you may need certain hardware, software, capabilities and other resources (including a suitable connection to the Internet). You are solely responsible for procuring and maintaining such resources at your own cost.
7. Updates, Interruption, and Termination
Updates: From time to time, we have the right (but not obligation) to provide updates to the Website. You understand that your access to certain features of the Website might be affected by such updates. You also understand that such updates may affect the necessary system specification required to use the Website. In such case, you are responsible for any necessary equipment to continue to access the Website.
Interruption: You acknowledge that the Website or any part thereof may be interrupted for maintenance or reasons beyond our control, and we cannot guarantee that the Website will be uninterrupted. We will not be liable for any interruption of the Website, delay, or failure to perform resulting from any causes whatsoever. Additionally, the Website may be unavailable depending on geographic location. To the maximum extent permitted by applicable law, we reserve the right to discontinue the Website at any time in our sole discretion, for any reason, or for no reason, with or without notice.
Suspension or Termination: To the extent allowable by applicable law, we reserve the right to suspend or terminate your access to the Website at any time for any reason, including if you have failed to comply with any of the provisions of these Terms.
8. Code of Conduct
As a condition of your access to and use of the Website, you agree that you will use the Website only for lawful purposes in accordance with these Terms and all applicable laws and regulations. You may not:
- access or use the Website if you are not fully able and legally competent to agree to these Terms;
- violate, or promote the violation of, any applicable federal, provincial, local, foreign, or international law or regulation, including any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property or legal rights (including the rights of publicity and privacy of others);
- except as expressly permitted by these Terms or applicable law, directly or indirectly make unauthorized copies, modify, adapt, translate, reverse engineer, disassemble, decompile, publicly display, republish, download, store, transmit or create any derivative works of the Website or any content included therein, including any software (except that your computer and browser may temporarily store or cache copies of materials being accessed and viewed), or determine or attempt to determine any source code, algorithms, methods, or techniques embodied by the Website or any derivative works thereof;
- modify copies of any materials from the Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website;
- use the Website or any part thereof, without our express written consent, for any commercial, political, or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
- interfere with or attempt to interfere with the proper working of the Website or bypass any measures we may use to prevent or restrict access to the Website;
- incorporate the Website or any portion thereof into any other program or product;
- use automated scripts, software, code, or systems to collect information from or otherwise interact with the Website;
- encourage any conduct that restricts or inhibits anyone’s use of the Website, or which, as determined by us, may harm us or users of the Website or expose us or them to liability;
- involve, provide, or contribute any false, inaccurate, or misleading information;
- impersonate or attempt to impersonate us, one of our employees, another user, or any other person or entity (including by using email addresses, or screen names associated with any of the foregoing); or
- use the Website in a manner that may create a conflict of interest or undermine the purposes of the Website.
We reserve the right, at any time and without prior notice, to remove or disable your access to the Website, including the Company Content, at our discretion for any reason or no reason. Some of the reasons for which we may remove or disable your access to the Website may include finding that you have violated these Terms, or that your actions are harmful to the Website or our users. You agree and understand that your continued use of the Website is at our sole and absolute discretion and that you will not seek to hold us liable for any suspension, restriction, or termination of our use of the Website.
We administer and operate the Website from Canada. We provide this Website for use only by persons located in Canada. This Website is not intended for use in any jurisdiction where its use is not permitted. If you access the Website from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Company, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms or your use of the Website, including, but not limited to, your User Submissions, third-party sites, any use of the Website’s content, services, and products other than as expressly authorized in these Terms and Conditions.
11. EXCLUSION OF WARRANTIES
CONSUMERS IN QUEBEC, CANADA: QUEBEC’S CONSUMER PROTECTION ACT (CQLR C P-40.1) PROVIDES YOU WITH CERTAIN RIGHTS, INCLUDING WARRANTIES AS TO ACCEPTABLE QUALITY, SAFETY, DURABILITY, ACCURATE DESCRIPTION AND AGAINST HIDDEN DEFECTS. NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR REPLACE ANY OF YOUR RIGHTS UNDER THE CONSUMER PROTECTION ACT (CQLR C P-40.1), AND TO THE EXTENT THAT IT IS PROHIBITED BY LAW, THE EXCLUSION HEREUNDER DOES NOT APPLY TO QUEBEC CONSUMERS.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE WEBSITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE WEBSITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
12. LIMITATION OF LIABILITY
EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE WEBSITE, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON.
14. Copyright Claims
If you believe that anything on the Website infringes upon any copyright which you own or control, you may file a notification of such infringement to the following contact information: [email protected]
The notification must be a written communication that includes the following:
- a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- if the complaint is about copyright or other intellectual property rights, identification of the copyrighted work or other intellectual property right claimed to have been infringed, or, if multiple infringements are covered by a single notification, a representative list of such infringements;
- if the complaint is about objectionable content, the reasons for the objection;
- identification of the material that you are objecting to and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
- a statement that the information in the notification is accurate; and
- if the complaint is about copyright or other intellectual property rights, a statement under penalty of perjury, that (i) the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, and (ii) the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the owner thereof, its agent or the law.
15. Other Terms
Applicable Law and Jurisdiction. The provisions set out in this section are prohibited by Quebec’s Consumer Protection Act (CQLR c P-40.1) and therefore do not apply to users in Quebec, Canada.
- These Terms, their subject matter and their formation, are governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to any choice or conflict of law provisions or rules. You and we agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) will not apply to these Terms, the Website, or to any dispute or transaction arising out of these Terms or the use of the Website.
- Most user concerns regarding the Website can be resolved quickly and to a user’s satisfaction by emailing us at [email protected]. However, any dispute arising out of or in connection with these Terms that cannot be resolved by email, including any question regarding existence, validity or termination of these Terms, will be referred to and finally resolved by arbitration in Toronto, Ontario administered by the ADR Institute of Canada in accordance with its rules then in force, which rules are deemed to be incorporated by reference in this clause. The place of the arbitration will be Toronto, Ontario. The tribunal will consist of three (3) arbitrators. The language of the arbitration will be English. Notwithstanding the foregoing, we may institute a proceeding for equitable relief in any court of competent jurisdiction.
- Interpretation. In these Terms: (a) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms; (b) the word “including”, the word “includes” the phrase “such as”, and similar words and phrases, when following a general statement or term (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word “or” between two or more listed matters does not imply an exclusive relationship between the matters being connected; and (c) all references to Website will also include any successor or replacement applications, websites, content, or services containing substantially similar information as the referenced Service(s).
- We may at any time assign our rights and obligations under these Terms, in whole or in part, without notice to you. You may not assign these Terms without our prior, written consent. These Terms will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns.
- No Waiver. Our failure to insist upon or enforce any provision of these Terms will not be construed as a waiver of any provision or right.
- The transmission of information via the internet is inherently not completely secure and we do not guarantee that our Website will be secure or free from bugs or viruses. You are responsible for configuring your information technology and computer programs to access our Website. You should use your own virus protection software.
- If any court of law, having jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms, and the remaining provisions of the Terms will continue to be valid and enforceable.
- Open Source. The Website may contain certain open source software. Each item of open source software is subject to its own applicable licence terms.
- Force Majeure. We will not be liable for delays, failures in performance, or interruptions of the Website that result directly or indirectly from any cause or condition beyond our reasonable control, including significant market volatility, any delay or failure due to any act of God, act of civil or military authorities, act of terrorism, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or internet services or network provider services, failure of equipment and/or software, pandemic, outbreak of illness or disease, declaration of public health emergency, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
- English Language. The parties have requested and agree that these Terms and all documents relating thereto be drawn up in English / Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
- Any Questions? Get in touch at [email protected]