ONTARIO CHAMBER OF COMMERCE

Terms of service for USERS

The Ontario Chamber of Commerce (the “OCC”) hosts and maintains a digital directory (the “Directory”) on its website as a service to its members and other users. The OCC provides the Directory, but is not party to any transaction or contract with a Service Provider.

These terms impact your legal rights and obligations. Please read on to find out more about your rights and obligations, as well as what is expected of you, as a User.

The OCC makes the Directory available solely as a business directory. The OCC does not recommend or endorse any product or service set out on the Directory, and hereby disclaims all liability in connection therewith. Any ratings or reviews attesting to the merit of any business, product or service on the Directory is for information purposes only and is not to be construed as a recommendation or endorsement by the OCC.

Section 1

Acceptance of Terms

The following Terms of Service (“TOS”) govern use of the Directory for the purpose of locating third-party Service Providers. Each time you use the Directory, you accept and agree to be bound by and comply with these TOS. We may update these TOS from time to time without notice to you. In addition, when using the OCC’s Directory, you will be subject to any guidelines or rules applicable to the Directory that the OCC may post from time to time, including the OCC’s Privacy Policy available at https://occ.ca/privacy-policy/, which is incorporated herein. All such guidelines or rules are deemed to be part of these TOS.

For purposes of these TOS: “User” means a person who uses the Directory for purposes of locating Service Providers listed on the Directory. “Service Provider” means a third-party provider of products or services that is listed on the Directory.

If you are using our Directory: (i) directly for yourself then for purposes of these TOS, “you” and “your” refers to you, or (ii) as a representative (a “Representative”) acting on behalf of a business, company, or other legal entity (in such event, for the purposes of these TOS, “you” and “your”) refer to that business, company, or other legal entity. In both (i) and (ii):

(a) you accept these TOS, and you will be responsible for any act or omission of any employees, contractors, or third-party agents using the Directory on your behalf;

(b) you and your Representative represent and warrant that the Representative has the authority to bind you to these TOS; and

(c) you covenant that you have the right, power, and authority to enter into these TOS, perform your obligations, and grant the rights, licences, and authorizations in these TOS.

Supplemental terms may apply to certain services, such as policies for a particular service or promotion, and such supplemental terms will be disclosed to you in connection with the applicable services. Supplemental terms are in addition to, and shall be deemed a part of, these TOS for the purposes of the applicable services. Supplemental terms shall prevail over these TOS in the event of a conflict with respect to the applicable service.

Section 2

Service Description

The OCC provides the Directory as a platform that facilities the connection between Users who wish to locate Service Providers. Unless the OCC states otherwise, any new features, programs and services that augment or enhance the Directory will be subject to these TOS. You agree that the Directory is provided “AS-IS” and that the OCC assumes no responsibility for Service Providers, nor the timeliness, deletion, misdelivery or failure to store any data, user communications or personalization settings or their quality or accuracy.

From time to time, information on the Directory may contain typos, inaccuracies, or omissions. We reserve the right, without prior notice, to correct any errors, inaccuracies or omissions, and to change or update information, if any information on the Directory contains a typo, inaccuracy, or omission at any time.

You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Directory and all charges related thereto. We are not liable for any damages to your equipment resulting from the use of the Directory.

Section 3

Relationship between User and Service Provider – OCC’s Limited Role

The OCC is not and does not become a party to, or other participant in, any contractual relationship that may be formed between Users and Service Providers. The OCC does not act as an agent in any capacity for you or a Service Provider.

You acknowledge that the OCC does not screen Service Providers or potential Service Providers, and that the OCC does not make any representations or warranties regarding the safety or security of interacting with Service Providers that you contact to request products or services or whom you are otherwise introduced in connection with the Directory. If you decide to connect with a Service Provider and provide payment to the Service Provider, you acknowledge and agree that the OCC is not responsible for the creditworthiness of such service provider and is not liable if they fail to provide the services purchased or perform such services in an appropriate manner.

The OCC is not responsible for the provision of any products or services that you may receive from Service Providers and disclaims all liability in connection therewith. You agree that the OCC does not assume responsibility for any representations, warranties, offers, or other information provided by Service Providers through or in connection with the Directory.

Section 4

Age Requirements, Permitted Users & Geographic Restrictions

We reserve the right to decline to provide access to the Directory or other services to any person who breaches these TOS.

The Directory is not intended for minors. You hereby affirm that you are over the legal age of majority under applicable laws. If you are not over the legal age of majority, then you may not use the Directory.

The owner of the Directory is based in Ontario, Canada. We provide the Directory for use only by persons located in Canada. The Directory is not intended for use in any jurisdiction where its use is not permitted. If you access the Directory from outside Canada, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

The laws of certain jurisdictions do not allow statutory warranties, liability or exclusion or limitation of certain damages, or restrictions of expression regarding goods or services. If these laws apply to you, some or all of the exclusions or restrictions set out herein may not apply to you. In such cases, exclusions/restrictions shall instead be applied to the maximum extent permitted by applicable law.

Section 5

Conditions of Use

As a condition of your access and use, you agree that you may use the Directory only for lawful purposes and in accordance with these TOS.

Without limiting the foregoing, you warrant and agree that you shall not use the Director in any manner that:

1. may: (i) dilute or depreciate the name and reputation of the OCC, any trademarks or tradenames, partners, licensors, content providers, service providers or contractors thereof, as applicable; (ii) interfere with any other persons’ use and enjoyment of the Directory or of the Internet generally; (iii) result in the circumvention or breach of any security or control measures regarding the Directory or any other internet resource or computer system; or (iv) disclose images of any person or private information about any person (such as names, telephone numbers, e-mail addresses, postal addresses, social insurance or other security number) without that person’s permission.

2. violates any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these TOS.

3. violates the terms of use of any third-party website that is linked to the Directory, including but not limited to, any third-party social media website.

4. includes or contains any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in the OCC’s sole discretion.

5. involves stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code.

6. involves, provides, or contributes any false, inaccurate, or misleading information.

7. impersonates or attempts to impersonate the OCC, an OCC employee, another User or Service Provider, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

8. transmits, or procures the sending of, any advertisements or promotions, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.

9. encourages any other conduct that restricts or inhibits anyone’s use or enjoyment of the Directory, or which, as determined by us, may harm the OCC or Users or expose them to liability.

10. causes annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.

11. promotes any illegal activity, or advocate, promote, or assist any unlawful act.

12. gives the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.

You are prohibited from attempting to circumvent and from violating the security of the Directory, including, without limitation:

1. accessing content and data that is not intended for you.

2. attempting to breach or breaching the security and/or authentication measures which are not authorized.

3. restricting, disrupting or disabling service to users, hosts, servers, or networks.

4. disrupting network services and otherwise disrupting the Directory owner’s ability to monitor the Directory.

5. using any robot, spider, or other automatic device, process, or means to access the Directory for any purpose, including monitoring or copying any of the material on the Directory.

6. introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

7. attacking the Directory via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing.

8. otherwise attempting to interfere with the proper working of the Directory.

Section 6

Third-Party Websites

The Directory may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from the Directory. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

Section 7

Proprietary Rights

You acknowledge and agree that the Directory and any proprietary software used in connection with the Directory contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content accessible via the Directory and information presented to you through the Directory is protected by the law of copyright, trade-mark, service mark, patent or other proprietary rights laws. Except as expressly authorized by the OCC or its information partners, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Directory, in whole or in part.

If you provide the OCC with any feedback on or comments regarding the Directory, you grant us the right to use such feedback or comments for any purpose without restriction or payment to you.

Section 8

Privacy

Your use of the Directory constitutes consent to the collection, use, reproduction, hosting, transmission and disclosure of any other personal information in accordance with our Privacy Policy available at https://occ.ca/privacy-policy/, the terms of which are incorporated by reference.

Section 9

Indemnification

You agree to indemnify and hold the OCC, and its subsidiaries and affiliates, and each of their respective directors, officers, employees, and agents (collectively, the “Indemnified Parties”) harmless from any and all losses, costs (including reasonable legal fees), obligations, liabilities, awards, judgements, fines, penalties, damages, or other charges (collectively, “Losses”) with respect to any claim, action, proceeding, demand, lawsuit, cause of action, or investigation of any nature whether at law or equity (collectively, “Claims”) arising from or related to your use of the Directory as well as your negligence or wilful misconduct, your violation of these TOS, your violation of any law and your violation of any rights of another person.

Section 10

No Resale

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, access to the Directory or any proprietary information of the OCC contained in the Directory.

Section 11

Modification to Directory

The OCC reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Directory (or any part thereof) with or without notice. You agree that the OCC will not be liable to you or to any third party for any modification, suspension or discontinuance of the Directory or your access thereto.

Section 12

Disclaimer of Warranties

You expressly understand and agree that, to the extent permitted by applicable law:

(a) Your use of the Directory is at your sole risk. The Directory is provided on an “as is” and “as available” basis. The OCC expressly disclaims all representations, warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement.

(b) The OCC makes no representation or warranty that: (i) the Directory will meet your requirements, (ii) the Directory will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Directory will be accurate or reliable, (iv) the quality of any services, information, or other material obtained by you through the Directory will meet your expectations, and (v) any errors in the Directory will be corrected.

(c) Any material downloaded or otherwise obtained through the use of the Directory is obtained by you at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

(d) No advice or information, whether oral or written, obtained by you from the OCC or through or from the Directory will create any warranty or obligation not expressly stated in these TOS.

Section 13

Limitation of Liability

You acknowledge and understand that:

(a) the Directory is solely a directory of businesses;

(b) in no case are you receiving products or services from the OCC; and

(c) should you suffer damages or infringement of your rights by a Service Provider or other third party, such damages and infringement shall be a matter directly between you and the Service Provider or other third party and the OCC shall not be involved, liable, responsible or affected thereby in any way.

You expressly understand and agree that, to the extent permitted by applicable law:

1. 1. 1. The OCC and its subsidiaries and affiliates, and each of their respective directors, officers, employees, agents, and contractors (collectively, the “OCC Parties”) will not be liable for any loss of any kind, whether direct, indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use or data or other intangible losses (even if the OCC Parties have been advised of the possibility of such damages), resulting from: (i) your access or use, or your inability to use, the Directory, including any products or services provided to you by a Service Provider in connection with the Directory; (ii) the cost of substitute goods and services; (iii) unauthorized access to or alteration of your data; (iv) statements or conduct of any third party; or (v) any other matter relating to the Directory.

(b)In no event shall the OCC Parties’ aggregate liability to you for all losses relating to the Directory (including any products or services received in connection with the Directory) exceed the amount of $100.00.

(c)The foregoing limitations will apply even if the above-stated remedy fails of its essential purpose.

(d)You acknowledge that the OCC Parties are third-party beneficiaries of these TOS and have the right to enforce these TOS against you.

Section 14

Trade-mark Information

Except as otherwise set out herein, without the OCC’s prior permission, you agree not to display or use in any manner, any of the OCC’s trade-marks or tradenames.

Section 15

Non-Disparagement

You will not, directly or indirectly, in any capacity whatsoever, engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including the repetition or distribution of derogatory rumours, allegations, negative reports or comments) that are disparaging, deleterious or damaging to the integrity or reputation of the OCC.

Section 16

General

16.1 Governing Law. These TOS shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.To the fullest extent permitted by applicable law, you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario, Canada, with respect to any dispute, controversy or claim arising out of or in connection with these TOS or your use of the Directory.

16.2 Survival. The rights and obligations of the parties set forth in this , , , , and any other provision in these TOS which, by its nature, should survive termination of these TOS, will survive any such termination.

16.3 Severability. If any provision of these TOS is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the other terms of these TOS shall remain in full force and effect.

16.4 No Waiver. The delay or failure of the OCC to act with respect to a breach of these TOS by you or others does not constitute a waiver and shall not limit the OCC’s rights with respect to such breach or any subsequent breaches.

16.5 No Assignment. You may not assign these TOS to any third party without the prior written consent of the OCC. These TOS will be binding upon and will enure to the benefit of: (i) you and your heir, executor, administrator and other legal representatives; and (ii) the OCC and it successors and assigns.

Section 17

User Disputes

You agree that the OCC has no duty or obligation to resolve any issue you have with a Service Provider, and you hereby release the OCC from all liability relating to any dispute you have with a Service Provider.

Section 18

Termination

You agree that the OCC, in its sole discretion, may terminate your use of the Directory and remove and discard any content accessible via the Directory (provided that it is in compliance with applicable laws), for any reason, including, without limitation, for lack of use or if the OCC believes that you have violated or acted inconsistently with the letter or spirit of these TOS. The OCC may also in its sole discretion and at any time discontinue providing the Directory, or any part thereof, without notice. Further, you agree that the OCC will not be liable to you or any third party for any termination of your access to the Directory.

Section 19

Notice

Notices to you may be made via either e-mail or regular mail. The Directory may also provide notices of changes to these TOS or other matters by displaying notices or links to notices to you via the Directory.

You may contact the OCC at:

2105-180 Dundras Street West

Toronto, Ontario

M5G 1Z8

Email: cdap@occ.ca