Access License and Terms of Use
Junvir Investments Limited (“Junvir”) hosts and maintains the Summerhill Market website (the “Site”) where customers can view product listings, read blogs and purchase Summerhill Market products, including, but not limited to, groceries, catering items, gift baskets and flowers online. By using the Site, you (referred to herein as the “User”), as a person accessing and using the Site and/or as the holder of a login and password used to make purchases through the Site, are agreeing to comply with and be bound by the following Access License and Terms of Use. If you proceed into, access or use the Site, you are deemed to accept all of the terms herein as a valid and binding agreement in full force and effect between Junvir and you as the User (the “Agreement”). If you do not want to accept these terms, you should not access or use the Site or purchase anything from it.
PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS CAREFULLY
1. Ownership and Copyright of Site
1.1. Ownership – Save and except for the access license granted pursuant to Article 2 (Access License, Accounts and Purchase Transactions), the product listings, blogs, photos, pricing information, cooking instructions and other information, content, materials and documents on the Site (collectively, the “Information”) and the expression, organization, gathering, compilation, magnetic translation, digital conversion, electronic transmission thereof are protected under applicable law relating to copyrights, trademarks and other proprietary rights (including but not limited to intellectual property) and are strictly reserved in favour of Junvir. The User does not acquire ownership rights to any Information obtained from or through the Site.
1.2. No Copying etc. – The User shall not copy, redistribute, use or publish any Information on the Site, except as allowed by Article 2 (Access License, Accounts and Purchase Transactions).
2. Access License, Accounts and Purchase Transactions
2.1. Purpose – The User is hereby granted a non-exclusive, non-transferable, royalty-free license to access and use the Site to create accounts, make purchases and use any other such functionalities provided on the Site from time to time. The licenses granted herein shall conform to the rights attaching to the User Customer Account and any other accounts as set out in this Article 2 (Access License, Accounts and Purchase Transactions).
2.2. Accounts – Users who wish to make purchases from the Site must register a customer account (the “Customer Account”). Junvir hereby reserves the right to add new categories of accounts for access to the Site and to change the nature, characteristics and rights associated with Customer Accounts or any other accounts. This specifically includes changing any fees charged for any particular account. Junvir will provide reasonable notice of such changes on the Site.
2.3. Account Password and Security – The User is entirely responsible for keeping his or her Customer Account and other account information confidential and for any activities that occur in connection with his or her Customer Account or other accounts. The User is required to notify Junvir immediately of any unauthorized use or other breach of security. Logins and passwords may only be used by a single User and are non-transferable without Junvir’s consent. The User may be liable, in accordance with Article 6 (Indemnification), for any losses incurred by Junvir as a result of failing to comply with this Section 2.3.
2.4. License Revocation – Where the User violates the terms of this Agreement, Junvir reserves the right to, at any time, deny the User access to the Site, revoke the User’s license by cancelling the User’s Customer Account and any other account and take any other action that Junvir, in its sole and absolute discretion, deems appropriate (the “Consequences”).
2.5. Customer Accounts and Purchase Transactions – In registering a Customer Account and making purchase transactions through the Site, the User accepts the following terms and conditions:
(i) The User shall complete a Customer Account registration application in the form then in use on the Site, which may be amended from time to time in Junvir’s sole and absolute discretion.
(ii) The User shall submit complete and accurate information for the Customer Account registration application, failing which the Consequences may apply.
(iii) Fees and charges may apply to registration and/or use of a Customer Account and are subject to Article 5 (Payment of Access Fees). As of the date of this Agreement, a Customer Account is free of charge.
(iv) Junvir may decide, in its sole and absolute discretion, whether to accept or reject a Customer Account registration application.
(v) A User who completes a Customer Account registration application may be required to reply to an email confirmation before being permitted to use his or her Customer Account.
(vi) Prior to any purchase transaction through the Site, the User will be required to submit his or her credit card information. As of the date of this Agreement, purchases through the Site can only be made by credit card.
(vii) By submitting credit card information, the User represents and warrants that he or she is the authorized user of the credit card and that he or she accepts any payments rendered through the credit card upon making a purchase transaction.
(viii) The Site uses Authorize.Net for credit card payment processing. For reference, the following are the steps in credit card processing, as set out on Authorize.Net’s website:
1) The User submits his or her credit card information for payment;
2) Authorize.Net manages the complex routing of the data on behalf of Junvir through the following steps/entities;
3) Authorizes.Net passes the secure transaction information via a secure connection to the Processor;
4) Junvir’s Bank’s Processor submits the transaction to the credit card network (like Visa or MasterCard);
5) The credit card network routes the transaction to the bank that issued the credit card to the User;
6) The issuing bank approves or declines the transaction based on the User’s available funds and passes the transaction results back to the credit card network;
7) The credit card network relays the transaction results to Junvir’s Bank’s Processor;
8) The Processor relays the transaction results to Authorize.Net;
9) Authorize.Net stores the transaction results and sends them to the website for Junvir and the User to see;
10) Junvir delivers the goods or services to the User;
11) The issuing bank sends the appropriate funds for the transaction to the credit card network, which passes the funds to Junvir’s bank;
12) The bank then deposits the funds into Junvir’s bank account.
(ix) The disclaimers and limitations of liability under this Agreement (see Article 4 (Disclaimer and Limitation of Liability)) apply to any purchase transaction made through the Site. For certainty, and without limitation, Junvir is not liable for any issue or failure with payment processing and/or how Authorize.Net handles payment processing or personal information of Users.
(x) If a purchase transaction fails to be processed, the User will be advised through the Site or by email.
(xi) If a purchase transaction is successfully completed, the User will be provided with a confirmation through the Site or by email.
(xii) If the User believes there has been an error in processing payment, he or she must contact Junvir immediately.
(xiii) Junvir reserves the right in its sole and absolute discretion to charge service or other fees for any credit card payments made through the Site. Any such fees will be disclosed on the Site.
(xiv) The User shall ensure that he or she has sufficient funds/credit available on his or her credit card to meet his or her payment obligations.
(xv) If the User has insufficient credit available on his or her credit card or his or her credit card is declined, the User may be charged fees, charges and/or interest by the User’s financial institution and Junvir, and the Consequences may apply.
(xvi) The User shall notify Junvir immediately if his or her credit card expires, is cancelled, is suspended or is otherwise not useable. In these circumstances, the Consequences may apply unless the User provides alternative credit card information and authority to debit the alternative credit card.
(xvii) The User is solely responsible to meet the payment obligations under this Agreement and for any purchase transactions through the Site.
(xviii) The User may view his or her Customer Account transaction history by logging into his or her Customer Account and selecting the appropriate tab.
(xix) The User may close his or her Customer account at any time by notifying Junvir and paying any outstanding fees, charges or monies.
3. Deadlines
In addition to any other disclaimer provided herein, Junvir in no way represents, warrants or guarantees that the Site will be available within any deadline or time period. Furthermore, for greater clarity, Junvir in no way assumes any obligation on the part of any User to provide access to the Site within any prescribed deadline or time period, and hereby disclaims any liability for any User who suffers any loss or damages from relying on the Site.
4. Disclaimer and Limitation of Liability
4.1. Disclaimer – The Information from or through the Site is made available on an “as is” “where is” basis. All representations warranties, express or implied, are disclaimed including but not limited to the disclaimer of any implied warranties for merchantability and fitness for a particular purpose in respect of any product or service included on or purchaser from the Site. Users assume all responsibilities and obligations with respect to use and access of the Site and any decision to make any purchases and/or rely on any Information from the Site to achieve the User’s intended result.
4.2. Particular Situations – The Information available from or through the Site may not be appropriate under the circumstances for any particular reason or transaction and do not substitute for appropriate professional advice or personal discretion of the User. No representations, warranties or guarantees whatsoever are made as to the accuracy, currency, completeness, adequacy, reliability, suitability, quality or applicability of any Information contained on the Site.
4.3. Site Accessibility and Viruses – The Site may be unavailable or inaccessible from time to time, at any time, due to routine maintenance, errors, problems or other unforeseeable causes. Moreover, the Information on the Site may contain viruses, bugs, errors, problems or other limitations. All responsibility or liability for any damages caused by any such viruses, bugs, errors, problems or other limitations is hereby disclaimed.
4.4. Servers in Foreign Jurisdictions – Users hereby acknowledge that Junvir may host the Site but, in so doing, may utilize servers and hosting services based outside of Ontario or Canada. Any Information available from or through the Site or uploaded to or downloaded from the Site may be stored in servers located in, and subject to, the laws of a foreign jurisdiction. Such laws can include (without limiting the generality of foregoing) criminal and administrative legal requirements relating to investigation, search and seizure. Additionally, any Information stored on servers located in the United States of America may be subject to search and seizure by United States Federal authorities under the U.S.A Patriot Act and other laws of the United States relating to national security. Junvir hereby disclaims any and all liability with respect to the enforcement of foreign laws, including the Patriot Act.
4.5. Limitation of Liability – Whereas Junvir may provide recommendations to Users from time to time (including, but not limited, recommendations regarding purchases), any reliance thereon is solely at the risk of the User, and Junvir and its shareholders, directors, officers, employees, partners and affiliates (collectively, the “Releasees”) have no liability and assume no responsibility whatsoever for a User’s reliance on such recommendations, a User’s use of the products or services through the Site, or a User’s use of the Site or any Information contained on the Site. In particular, but not as a limitation thereof, the Releasees are not liable for any INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT (INCLUDING BREACH OF WARRANTY), TORT (INCLUDING NEGLIGENCE ARISING FROM PRODUCT LIABILITY AND NEGLIGENT MISREPRESENTATION), ANY LEGAL COSTS ARISING THEREFROM, OR ANY OTHER COSTS OR EXPENSES ARISING OTHERWISE. Even if advised of the possibility of such damages, the disclaimer of liability for damages set forth above is a fundamental element of this Agreement for the use of the Site. The Site and the Information contained therein would not be provided without such limitations. A User’s sole remedy in respect of any damages suffered as a result of the User’s use of the Site shall be to immediately discontinue use of the Site.
5. Payment of Access Fees
If applicable, the User shall pay any fees required by Junvir for access to the Site or use of a Customer Account or any other accounts (as per Article 2) as Junvir may post on the Site from time to time. Junvir may require that such fees are to be paid by credit card, PayPal, pre-authorized payment or other electronic payment mechanism prior to the User accessing or using the Site or an account on the Site (as per Article 2). Alternatively, Junvir may allow the User to access the Site or a Customer Account or any other accounts (as per Article 2) and send the User an invoice at a later date. Any such invoice shall be paid strictly in accordance with the payments terms therein. If no payment terms are contained in said invoice, then the User shall pay within thirty (30) days of receipt, and interest shall accrue on any unpaid invoices at a rate of 10% per annum, calculated daily without deduction or set-off.
6. Indemnification
The User agrees to indemnify, save and hold Junvir and its shareholders, directors, officers, employees, partners, and affiliates harmless from any liability for expenses, losses, costs (including any legal fees on a substantial indemnity basis) as a result of any damages arising out of any demand, claim, action, cause of action, mediation, arbitration or other legal proceeding against Junvir that occurs as a result of accessing or using the Site, Information thereon and/or products or services purchased therefrom and/or the User violating this Agreement.
7. Prohibited Activity
7.1. Hacking, etc. – The User shall not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Junvir server, or to any of the Information on the Site, by hacking, password “mining” or any other illegitimate means.
7.2. Monitoring and Circumventing Site – The User shall not use any “deep-link”, “page-scrape”, “robot”, “spider”, “agent” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy, monitor or reverse engineer any portion of the Site or any Information, or in any way reproduce or circumvent the navigational structure or presentation of the Site or any Information, to obtain or attempt to obtain any Information through any means not purposely made available through the Site. Junvir reserves the right to bar any such activity.
7.3. Probing, etc. – The User shall not probe, scan or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. The User shall not reverse look-up, trace or seek to trace any information on any other User of or visitor to the Site, or any other customer of Junvir, including any Junvir account not owned by the User, to its source, or exploit the Site or any Information on or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than the User’s own information, as provided for by the Site.
7.4. Overloading Site – The User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure (including the bandwidth capacity) of the Site or Junvir’s systems or networks, or any systems or networks connected to the Site or to Junvir.
7.5. Interference – The User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other User or person’s use or access of the Site.
7.6. Harassing and Stalking – The User shall not use the Site to, (a) contact anyone against their will or “stalk” or otherwise harass anyone in any manner; and
(b) collect, copy or process personal data about anyone for commercial purposes unrelated to the purpose set out in Article 2 (Access License, Accounts and Purchase Transactions) if any, or for unlawful purposes.
7.7. Disguising Messages and Identity – The User shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal the User sends to Junvir, other Users or anyone on or through the Site, or disguise the origin of any Information on or through the Site. No User may impersonate any other individual or entity, and no User may fraudulently hold him/herself out as representing another person or entity.
7.8. Unlawful Activity – The User shall not use the Site or any Information therein for any purpose that is contrary to any statute, regulation, by-law, rule, common law principal (whether in law or equity) or other requirement of Ontario law or the laws of Canada, or any purpose prohibited by this Agreement, or to solicit the performance of any such illegal activity or other activity which infringes the rights of Junvir or others.
7.9. Site Content and Materials – The User shall not modify, adapt, appropriate, reproduce, distribute, translate, create derivative work or adaptations of, publicly display, sell, trade, or in any way exploit Information from the Site, unless expressly authorized by Junvir.
7.10. Code of Conduct – In addition to the requirements set out in this Article 7 (Prohibited Activity), the User also agrees to comply with any Codes of Conduct or other rules that Junvir may set out on the Site at any time from time to time.
8. Personal Information
In connection with any personal information contained in any Information submitted by the User, the User hereby acknowledges that Junvir constitutes a third-party to whom personal information has been transferred for processing (and for no other purpose) as contemplated in Principle 4.1.3 of Schedule 1 of the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”). Except as otherwise expressly set out in the Privacy Policy on the Site, the parties hereto acknowledge that Junvir is not collecting, using or disclosing any such personal information for its own purposes or using any of it in the ordinary course of its business.
9. Links to Other Sites
9.1. Links to Merchant Sites – Junvir may provide links on the Site, or other websites developed and hosted by Junvir, that allow access to third party merchant (“Merchants”) sites from which the User may obtain information and possibly purchase certain goods or services. The User understands and agrees that,
(a) neither Junvir nor its affiliates operates or controls the products or services offered by Merchants, and such Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service;
(b) neither Junvir nor its affiliates is or will be a party to the transactions entered into between the User and Merchants;
(c) information about and purchase and use of the products or services offered by Merchants is at the sole risk of the User and is without warranties of any kind by Junvir, express, implied or otherwise including (without limitation) warranties of title, fitness for purpose, merchantability or non-infringement;
(d) all rules, policies (including privacy policies) and operating procedures of Merchants will apply to the User while on the Merchants’ sites. Junvir is not responsible for Information provided by the User to Merchants. Merchants and Junvir are independent contractors and neither party has authority to make any representations or commitments on behalf of the other; and
(e) under no circumstances is Junvir or its affiliates liable for any damages arising from the transactions between the User and Merchants or for any Information appearing on Merchant sites or any other site linked to the Site. As contemplated in Article 4 (Disclaimer and Limitation of Liability), Junvir will not be liable to the User for any incidental, special or consequential damages of any kind that may result from access to Merchant sites or the use of any products or services offered by Merchants.
9.2. Links to Other Sites – This Site may contain links to websites other than Merchant sites. Junvir is not responsible for and makes no warranties regarding the information, materials, documents, content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by Junvir. Inclusion of any linked website does not imply approval or endorsement of the linked website by Junvir. If a User decides to leave the Site and access these third party sites, he/she does so at his/her own risk. As contemplated in Article 4 (Disclaimer and Limitation of Liability), Junvir will not be liable to the User for any incidental, special or consequential damages of any kind that may result from the User’s use or access of linked websites.
10. Governing Law and Jurisdictional Issues
10.1. Governing Law and Disputes – This Agreement shall be treated as though it were executed and performed in Toronto, Ontario, Canada and governed by the laws of Ontario and the laws of Canada as may be applicable herein. All disputes, controversies or claims arising out of in connection with or in relation to this Agreement, including any question regarding its existence or validity shall be submitted to and be subject to the jurisdiction of the courts of the Province of Ontario (including the Supreme Court of Canada), which shall have exclusive jurisdiction in the event of any dispute hereunder. The parties hereby irrevocably submit and attorn to the exclusive jurisdiction of such courts to finally adjudicate or determine any suit, action, or proceedings arising out of or in connection with this Agreement.
10.2. Compliance with Ontario Law – In using the Site, the User hereby agrees to comply with all legislation, regulations, common law requirements (including such requirements in law and equity) as may be applicable and in force pursuant to the laws of Ontario and Canada. Any monies payable pursuant to the terms hereof shall be in Canadian currency.
10.3. Actions Subject to Disclaimer – All actions, applications and other legal proceedings shall be subject to the disclaimers and limitations set forth in Article 4 (Disclaimer and Limitation of Liability).
10.4. Severability and Waiver – Should any part of this Agreement be held invalid, unenforceable or inconsistent with the law applicable to this Agreement, that portion shall be severed from this Agreement and the remaining portions shall remain in full force and effect. Failure of Junvir to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.
10.5. Users Outside Ontario – This Site is controlled and operated by Junvir from its offices within the Province of Ontario. Junvir makes no representation that Information from the Site is appropriate or available for use outside of Ontario. Those who choose to access and use this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
11. Interpretation of Agreement
11.1. Entire Agreement – This Agreement constitutes the entire and sole agreement between Junvir and the User, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence.
11.2. Gender and Number – In this Agreement, unless otherwise specified, words importing the singular include the plural and words importing gender include all genders
11.3. Headings – The division of this Agreement into sections and articles and the insertion of headings are for convenience of reference only and are not to affect the construction or interpretation of this Agreement.
11.4. Capitalized Terms – Each capitalized term in this Agreement has the meaning given to it in this Agreement.
11.5. Currency – Any reference to currency is to Canadian currency (unless otherwise specified in this Agreement) and any amount advanced, paid or calculated under this Agreement, or pursuant to a judgment or order in connection to this Agreement, is to be advanced, paid or calculated in Canadian currency (unless otherwise specified in this Agreement).
11.6. References to Agreement – Unless otherwise specified, reference in this Agreement to “Sections”, “Articles” or “Paragraphs” are to sections, articles and paragraphs of this Agreement. The words “herein”, “hereto” and hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular article, section, paragraph or other subdivision of this Agreement.
11.7. Electronic Form – The electronic form of this Agreement presented to the User when they access the Site shall be the sole true and correct version. Junvir hereby reserves the right to update and amend this Agreement from time to time. Junvir will post the latest version of this Agreement on the Site in electronic form.
11.8. Assignment – Junvir may assign its rights and obligations under this Agreement to any person without notice to the User. No part of this Agreement may be assigned by the User without Junvir’s written consent.
11.9. Independent Contractor – Junvir and the User acknowledge and agree that the relationship created hereby is one of independent contractors and no other, including without limiting the generality of the foregoing, that of partnership or employment. Neither Junvir nor the User shall have the authority to bind the other to any contractual or other legal obligations, whether as agent, partner, employee, representative, authorized signing officer or otherwise. Neither Junvir nor the User shall hold itself/himself/herself out as being an agent, employee or other representative of the other party so as to make said other party vicariously liable for any tort against any other person.
This Access License and Terms of Use is made as of July 20, 2017 at 5:01 PM.
