Terms – Barrett and Welsh – More-um than-um lorem ipsum legalum

Terms – Barrett and Welsh

IMPORTANT — PLEASE READ CAREFULLY: THIS IS AN AGREEMENT BETWEEN YOU AND BARRETT AND WELSH INC., A COMPANY INCORPORATED UNDER THE LAWS OF ONTARIO WITH OFFICES LOCATED IN TORONTO, ONTARIO, CANADA (“BARRETT AND WELSH”).

BY USING AND/OR ACCESSING THIS WEBSITE (COLLECTIVELY, INCLUDING (1) BARRETT AND WELSH’S BLOGS, ONLINE COMMUNITIES AND OTHER ONLINE PROPERTIES INCLUDING: MULTCULTCONSULT, MULTCULTTALENT, BARRETT AND WELSH FACEBOOK PAGE, BHEJA BAZAAR, IDEAWALLAH AND PUSHING BUSES (“BW BLOGS”) AND ALL OTHER CONTENT, INFORMATION AND MATERIALS AVAILABLE THROUGH THE BARRETTANDWELSH.COM DOMAIN NAME AND ANY COUNTRY-SPECIFIC DOMAINS OR SUBDOMAINS THEREOF, THE “WEBSITE” (2), YOU SIGNIFY YOUR AGREEMENT TO: (A) THESE TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”); (B) BARRETT AND WELSH’S PRIVACY POLICY (THE “PRIVACY POLICY”); AND (C) BHEJA BAZAAR, IDEAWALLAH AND PUSHING BUSES GUIDELINES (THE “GUIDELINES”) (COLLECTIVELY, THE “AGREEMENT”). IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT SUBSCRIBE TO A FEED OR WEEKLY UPDATE OR MAKE A COMMENT ON BW BLOGS, OR OTHERWISE USE OR ACCESS THIS WEBSITE IN ANY WAY.

ALTHOUGH BARRETT AND WELSH MAY ATTEMPT TO NOTIFY YOU WHEN MAJOR CHANGES ARE MADE TO THIS AGREEMENT, IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THE MOST UP-TO-DATE VERSION AVAILABLE ON THE WEBSITE. BARRETT AND WELSH MAY, IN ITS SOLE DISCRETION, MODIFY OR REVISE THIS AGREEMENT IN WHOLE OR IN PART AT ANY TIME, AND YOU AGREE TO BE BOUND BY SUCH MODIFICATIONS AND REVISIONS IMMEDIATELY WHEN THEY ARE POSTED ON THE WEBSITE.

  1. Note: All TD trade-marks used in this work are owned by TD Bank and used with TD Bank’s permission. Barrett and Welsh is an authorised advertising agent of TD Bank (Toronto-Dominion Bank) and was commissioned by TD Bank – a Canadian Chartered Bank – to produce the TD Bank advertising shown on this Website. Barrett and Welsh is an advertising and branding agency and does not represent or intend to represent that it provides banking or financial services or products of any kind.
  2. All trade-marks shown on this site are owned by their respective trade-mark owners. Barrett and Welsh is an advertising and branding agency and does not represent or intend to represent that it provides services or products other than those related to advertising and branding.
  3. LIMITED PERMITTED USE. Subject to the terms of this Agreement, Barrett and Welsh hereby grants to you a limited, personal, non-transferable, non-exclusive right to access, use and display the Website (including any updates, enhancements or modifications to the Website made available by Barrett and Welsh to you from time to time on an as-available basis) via the Internet, solely in object code format and for your own personal or internal business purposes.
  4. RESTRICTIONS ON USE. This right to limited permitted use is withheld from competing organizations such as other advertising agencies, as well as their subsidiaries, affiliates, associates and employees, who are prohibited from using or displaying the materials on this site in any form. Your right to use the Website is limited to those rights expressly set out in this Agreement.
  5. OTHER RESTRICTIONS ON USE. You shall: (a) not reproduce the Website; (b) not assign this Agreement or rent, sell, publish, distribute, communicate, transfer, lease, export or grant a sublicense to use the Website except as and when authorized to do so by Barrett and Welsh in writing; (c) not modify, translate, reverse engineer, decompile, disassemble or make derivative works of the Website; (d) not use the Website to operate a service bureau or otherwise use the Website except as authorized herein; (e) not network the Website or otherwise access the Website from more than one computer, per name and email address, at any one time; (f) use the Website in accordance with any minimum hardware, software and/or system requirements set out therein; (g) not use the Website for any tortious or unlawful purpose, including accessing any other system or network without authorization or transmitting any material (i) in violation of applicable laws (including copyright and privacy laws), (ii) constituting unauthorized use or disclosure of a trade secret or (iii) reasonably interpretable as threatening, libelous, offensive, pornographic, profane or obscene; (h) not submit and/or post any content, information or other materials that contain a virus, Trojan horse, worm or other harmful or disruptive component or otherwise use the Website in any way that subverts, conflicts or interferes with the integrity, security or operation of the Website or the system(s) from which the Website is being made available; (i) provide Barrett and Welsh with accurate and complete information when subscribing to a feed or weekly update or making a comment on BW Blogs; (j) not use the Website if you are a minor; and (k) take all reasonable precautions to prevent third parties from using the Website or your name, email address or domain name (including subdomains thereof) in any way that would constitute a breach of this Agreement.
  6. USER SUBMISSIONS. The Website provides various services that permit you and other users to submit and/or post content on the Website and that may or may not be viewed by you or others, including comments, links, artwork, video clips and other information and materials submitted and/or posted on BW Blogs. You acknowledge that you are responsible for the content, information and other materials that you submit and/or post on the Website (collectively, “User Submissions”), and that you, and not Barrett and Welsh, have full responsibility for User Submissions, including their legality, reliability, appropriateness, originality and copyright. You hereby grant to Barrett and Welsh and its affiliates and contractors (collectively, “Representatives”) a limited, worldwide, perpetual, irrevocable, non-exclusive, royalty-free right to use, reproduce, display, publish, distribute, communicate, modify, upload, sublicense and create derivative works of any User Submissions for any purpose and in any medium whatsoever, without limitation. You hereby represent, warrant and covenant that: (i) you have the right(s) required to grant the license granted in this Section 3; (ii) the User Submissions shall be free from defects, viruses, Trojan horses, worms and other harmful or disruptive components; and (iii) the User Submissions shall otherwise comply with the Guidelines and the restrictions in Section 2 above. You hereby irrevocably and unconditionally waive in favour of Barrett and Welsh and its successors in interest all moral rights (including the right to attribution of authorship and to restrain any distortion of the work) in any User Submissions. Notwithstanding any other term or condition of this Agreement, Barrett and Welsh shall have the right to immediately remove any User Submissions from the Website without notice to you if you breach any of the foregoing representations, warranties and covenants, without any liability to you for such removal. Barrett and Welsh may review or monitor content, information and other material that is submitted and/or posted on the Website. However, Barrett and Welsh is under no obligation to do so and will not assume liability or responsibility for any content, information or other material submitted and/or posted by users to the Website in any area. Barrett and Welsh shall have the right (but not the obligation) in its sole discretion to refuse, move or remove any content, information or material that is on the Website. Barrett and Welsh will fully cooperate with any legal obligation to disclose the identity of anyone posting unlawful, threatening, libellous, obscene, pornographic, profane or otherwise offensive or illegal materials on the Website.
  1. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS. You acknowledge that Barrett and Welsh and its licensors are the owners of all intellectual property rights in the Website and any materials, logos, names and other supporting materials provided to you by Barrett and Welsh in connection with the Website. No title to the intellectual property rights in the Website, or any supporting materials provided to you by Barrett and Welsh in connection with the Website, is transferred to you or any third party by this Agreement. You agree not to display or use in any manner the Barrett and Welsh or third party trade-marks, trade names, logos, product names, service names or icons featured on the Website (the “Marks”), which are the property of their respective owners. Without limiting the generality of the foregoing, the display of the Marks on the Website does not convey or create any license or other rights in the Marks and any unauthorized use of the Marks is strictly prohibited. All materials on this Website are deemed privileged and subject to copyright. They have been collected by and for the disclosing party, Barrett and Welsh Inc. Regardless of whom they may be disclosed to they remain the exclusive worldwide property of Barrett and Welsh Inc. Any form of use, exploitation, downloading, copying, reference to, dissemination or disclosure of all or any part of this site is prohibited unless expressly authorized in writing by a legal signatory for Barrett and Welsh Inc and would otherwise be deemed to cause the disclosing party irreparable injury and damages. barrettandwelsh, Barrett and Welsh, barrettandwelsh.com, barrettandwelsh inc., Barrett and Welsh Inc., MultCultConsult, True Mainstream, New Canada, Tartan Turban and the Tartan Turban device are trade-marks of Barrett and Welsh Inc. These trade-marks may not be used in any manner whatsoever without the express written consent of Barrett and Welsh Inc. ideawallah, pushing buses and bheja bazaar are trade-marks of Gavin Barrett. These trade-marks may not be used in any manner whatsoever without the express written consent of Gavin Barrett. All the materials shown on the Website are the creative or marketing work of employees or contractors of Barrett and Welsh or of Gavin Barrett and Mike Welsh either individually or together, for the companies they have owned or worked for, and their clients. Copyright for all materials, company, product and brand names as well as images and logos shown on the Website, are maintained by their respective copyright owners and are protected by copyrights, trade-marks and/or other rights and laws. Barrett and Welsh respects the copyright and intellectual property rights of others. Barrett and Welsh may remove content from its Website that appears to infringe the copyright or other intellectual property rights of others. If you believe that your copyright or trade-mark in any material has been infringed please notify us by emailing info@barrettandwelsh.com or by writing to Barrett and Welsh at Suite 301, 577 Kingston Road, Toronto, Ontario M4E 1R3, Canada.
  2. THIRD PARTY CONTENT. The Website may contain links to third party websites. The inclusion of any linked website does not imply approval, endorsement or recommendation of the material on such website or any association with its operators by Barrett and Welsh. Your use of any hypertext link is entirely at your own risk.
  3. INFORMATIONAL PURPOSES, ONLY. The information provided by the Website is not intended as a source of advertising, marketing or other advice. Such information is for informational purposes only and is not intended to be a substitute for professional advice, assessment and evaluation. You agree that you must evaluate, and bear all risks associated with, the use of any information, including any reliance on the availability, accuracy, completeness, usefulness or appropriateness of such information. This includes the following: (a) unsolicited information of a general or technical nature; (b) information generated in response to requests by you or other users of the Website; (c) content that is submitted and/or posted on the Website by you or other users of the Website, including content pursuant to use of BW Blogs; and (d) third party content that is made available on, or otherwise accessible through, the Website by Barrett and Welsh. You should consult a qualified professional before making any decision or taking any action that might affect your personal, business or financial well-being.
  4. NO WARRANTY. THE WEBSITE (INCLUDING ANY CONTENT SUBMITTED AND/OR POSTED BY YOU OR OTHER USERS OF THE WEBSITE AND ANY THIRD PARTY WEBSITES THAT YOU MAY LINK TO THROUGH THE WEBSITE) IS PROVIDED “AS IS” WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE IS WITH YOU. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BARRETT AND WELSH DOES NOT WARRANT THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.
  5. INDEMNITY. YOU HEREBY AGREE, DURING THE TERM OF THIS AGREEMENT AND AFTER THE TERMINATION HEREOF, TO INDEMNIFY AND SAVE BARRETT AND WELSH, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, AGENTS AND CONTRACTORS (COLLECTIVELY, THE “INDEMNITEES”) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES, SUITS, CLAIMS, DEMANDS, COSTS (INCLUDING COURT COSTS AND LEGAL FEES), FINES AND ACTIONS OF ANY KIND OR NATURE WHATSOEVER TO WHICH THEY SHALL OR MAY BECOME LIABLE FOR, OR SUFFER BY REASON OF YOUR USE OF THE WEBSITE, YOUR SUBMISSION AND/OR POSTING OF USER SUBMISSIONS OR ANY BREACH, VIOLATION OR NON-PERFORMANCE ON YOUR PART OF ANY TERM OR CONDITION OF THIS AGREEMENT.
  6. NO LIABILITY. IN NO EVENT SHALL BARRETT AND WELSH BE LIABLE, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH AND BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR DAMAGES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY AND AGGRAVATED DAMAGES AND DAMAGES FOR LOSS OF USE, PROFITS OR REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS) OR ANY OTHER REMEDY RELATING TO THIS AGREEMENT, THE WEBSITE OR ANY USER SUBMISSIONS.
  7. CONFIDENTIAL INFORMATION, ETC. The Website incorporates trade secrets and constitutes the confidential information of Barrett and Welsh and its licensors and you shall use all reasonable efforts (and in any event, efforts that are no less than those used to protect your own confidential information) to protect such aspects of the Website from unauthorized use or disclosure. You shall obtain all necessary consents to the collection, use, disclosure and/or processing by Barrett and Welsh and its Representatives, for the purposes contemplated by this Agreement, of any identifying information about individuals that you provide to Barrett and Welsh, or permit Barrett and Welsh to access, in connection herewith. The parties agree that money damages may not be a sufficient remedy for breach of this Section 10 or Section 11, and therefore, in addition to all other remedies available to Barrett and Welsh in the event of a breach or a threatened breach of this Section 10 or Section 11 by you, Barrett and Welsh shall be entitled to seek specific performance and injunctive or other equitable relief. In addition to any other remedy available at law or in equity, you hereby consent to the entry of a temporary restraining order, injunction or other similar order or action of any judicial authority, without the necessity of posting a bond to enforce this Agreement.
  8. YOUR NAME, EMAIL ADDRESS AND DOMAIN NAME. YOU SHALL BE RESPONSIBLE FOR ALL USE OF THE WEBSITE MADE USING YOUR NAME, EMAIL ADDRESS AND/OR DOMAIN NAME (INCLUDING SUBDOMAINS THEREOF), REGARDLESS OF THE IDENTITY OF THE PERSON(S) MAKING SUCH USE, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BARRETT AND WELSH SHALL HAVE NO RESPONSIBILITY OR LIABILITY IN CONNECTION WITH ANY UNAUTHORIZED USE OF YOUR NAME, EMAIL ADDRESS AND/OR DOMAIN NAME (INCLUDING SUBDOMAINS THEREOF). You agree to immediately notify Barrett and Welsh of any unauthorized use of your name, email address and/or domain name (including subdomains thereof) in connection with the Website, and to ensure that you properly log off after accessing and using the Website.
  9. TERM AND TERMINATION.

(a) This Agreement may be terminated by Barrett and Welsh immediately at any time without notice to you.

(b) Upon the termination of this Agreement, you shall immediately destroy any copies of the Website in your possession or control and provide Barrett and Welsh, upon request, with written confirmation of such destruction. All sections of this Agreement other than Section 1 shall survive the termination of this Agreement.

  1. NOTICE. Any notice or other communication required or permitted to be given or made hereunder shall be in writing and shall be well and sufficiently given or made if delivered by email to Barrett and Welsh at info@BarrettandWelsh.com and to you at the email address you provide when submitting and/or posting any User Submission. Any notice or other communication given or made in accordance with the foregoing shall be deemed to have been given or made and to have been received on the day of sending thereof, if sent during Business Hours on a Business Day and, if not, then on the first Business Day after the sending thereof. “Business Day” means any day from Monday to Friday inclusive, except statutory or civic holidays observed in Toronto, Ontario; and “Business Hours” means the hours of 9:00 am to 5:00 p.m. (EST) on a Business Day. Either party may from time to time change its email address for notice by giving notice to the other party in accordance with this Section.
  1. FURTHER ASSURANCES. You agree that you will do all such acts and execute all such further documents and the like, and will cause the doing of all such acts and the execution of all such further documents as are within your power to cause the doing or execution of, as Barrett and Welsh may from time to time reasonably request, in writing, and as may be necessary or desirable to give effect to this Agreement.
  2. FORCE MAJEURE. Barrett and Welsh shall be excused from performance under this Agreement to the extent and for the period of time that Barrett and Welsh or is prevented from so performing by reason of any cause beyond its reasonable control.
  3. INDEPENDENT CONTRACTORS. It is understood and agreed that in giving effect to this Agreement, neither party shall be or be deemed a partner or agent of the other party for any purpose and that the relationship of the parties shall be that of independent contractor. Nothing in this Agreement shall constitute a partnership or a joint venture between the parties. Neither party shall have the right to enter into agreements, pledge the credit of or incur expenses or liabilities on behalf of the other party.
  4. THIRD PARTY BENEFICIARIES. The parties acknowledge and agree that, although nothing in this Agreement shall confer upon any third party other than the Indemnitees any benefit of any kind, the Indemnitees shall have the benefit of this Agreement and, for such purpose, Barrett and Welsh is contracting both on its own behalf and as agent and trustee for the Indemnitees. Without limiting the generality of the foregoing sentence, you agree that Barrett and Welsh may enforce the indemnity in Section 8 on behalf of any Indemnitee(s).
  5. ASSIGNMENT. Barrett and Welsh may, at any time, without your consent, assign this Agreement, or any of its rights hereunder, in whole or in part, to any third party. You may only assign this Agreement, or any of your rights hereunder, in whole or in part, to a third party with the prior written consent of Barrett and Welsh. This Agreement shall enure to the benefit of and be binding upon each of the parties and their respective successors and permitted assigns.
  6. GOVERNING LAW. The Website is provided by Barrett and Welsh from its offices in Toronto, Ontario, Canada. The parties agree that all matters relating to this Agreement shall be governed by and construed in accordance with the laws of Ontario and federal laws of Canada applicable therein, without regard to conflict of law rules. The parties submit to the non-exclusive jurisdiction of the courts of Ontario. The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. Barrett and Welsh makes no representation that the Websites are appropriate or available for use in locations outside of Ontario, Canada and accessing the Websites from locations where the Websites are illegal is prohibited. If you choose to access and/or use the Websites from a location outside of Ontario, Canada, you do so on your own initiative and are responsible for compliance with local laws.
  7. CHOICE OF LANGUAGE. The parties have required that this Agreement be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents que s’y attachent soient rédigés en anglais.
  8. MISCELLANEOUS. This Agreement, including the Terms and Conditions, the Privacy Policy and the Guidelines, is the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior or collateral oral or written representations or agreements relating to such subject matter. Any conflict or inconsistency between the Terms and Conditions, the Privacy Policy and the Guidelines shall be resolved in accordance with the following order of priority: (a) Terms and Conditions; (b) Privacy Policy; (c) Guidelines. Barrett and Welsh may, in its sole discretion, revise this Agreement at any time without notice to you. In the event that one or more of the provisions of this Agreement are held to be illegal or unenforceable, the parties shall substitute, by mutual consent, valid provisions for such invalid provisions, which valid provisions in their economic effect shall be similar to the invalid provisions, such that it may be reasonably assumed that the parties would have entered into this Agreement pursuant to such valid provisions. In the event that the parties cannot agree upon such valid provisions, the invalidity of any provisions of this Agreement shall not affect the validity of this Agreement as a whole or in part, unless such invalid provisions are held to be a material part of this Agreement such that it may be reasonably assumed that the parties would not have entered into this Agreement without such provisions in place. A waiver by either party hereto of any of its rights hereunder or of the performance by the other party of any of its obligations hereunder shall be without prejudice to all of the other rights hereunder of the party so waiving and shall not constitute a waiver of any such other rights or, in any other instance, of the rights so waived, or a waiver of the performance by the other party of any of its other obligations hereunder or of the performance, in any other instance, of the obligations so waived. No waiver by either party of any of its obligations hereunder shall be effective or binding upon such party unless same shall be expressed in writing.

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Terms – Barrett and Welsh: footnotes

(1). In this Agreement, “including” means, “including but not limited to”; and “includes” and similar expressions have corresponding meanings.

(2) In this Agreement, “Website” means the Website and/or any component(s) thereof.