Terms and Conditions of Use

1. Acceptance of Terms

The following are terms of a legal agreement between you and Shepell·fgi, a trade name of Morneau Shepell Ltd., on its behalf and on behalf of its subsidiaries and affiliates ("Shepell·fgi").

By accessing, browsing and/or using this site, you acknowledge that you have read, understood and agree to abide by and comply with all terms, conditions and notices contained in or referenced by these Terms and Conditions of Use. You further agree to be governed by any additional terms and conditions that may apply to you arising out of your accessing, browsing and/or using of this site, whether contained on this site or in a separate agreement with Shepell·fgi. In the event of any conflict between these Terms and Conditions of Use and such additional terms and conditions, such additional terms and conditions shall govern to the extent of the conflict. Shepell·fgi reserves the right, in its discretion, to update or revise these Terms and Conditions of Use and to post such updated or revised Terms and Conditions of Use on this site. If you do not agree to these Terms and Conditions of Use, please do not use this site. Please check the Terms and Conditions of Use periodically for changes. Your continued use of this site following the posting of any changes to the Terms and Conditions of Use constitutes acceptance of those changes.

2. Privacy

From time to time, you may be requested to provide Shepell·fgi with personal information. Such personal information is subject to Shepell·fgi's Privacy Policy. To view Shepell·fgi’s Privacy Policy in more detail please click on the Privacy Policy link found at the bottom of this website.

3. Third Party Information and Links

Shepell·fgi provides you with links to external websites for further information on specific topics and/or for the purpose of purchasing products and services which may be of interest to you.

Once you click on a link to an external website, you are subject to its term and conditions of use which are independent of and may be different from those of Shepell·fgi.

Shepell·fgi does not endorse and is not responsible for the quality or reliability of the information, products or services offered through any external websites, nor any associated costs.

When visiting our site or links to external websites, your Web browser may produce "pop-up" advertisements (advertisements that spontaneously appear on your computer screen). The most likely source of such an advertisement is another website you visited or third-party software on your computer. Shepell·fgi does not endorse or recommend products or services featured in advertisements that "pop up" during your visit to our site.

4. Your Use Obligations

In consideration of your use of any services provided on the site, you agree to:

(a) provide true, accurate, current and complete information about yourself where prompted by the site (such information being the "Personal Data") and

(b) maintain and promptly update the Personal Data to keep it true, accurate, current and complete.

If you provide any information that is untrue, inaccurate, not current or incomplete, or Shepell·fgi has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Shepell·fgi has the right to suspend or terminate any services provided to you by Shepell·fgi and refuse any and all current or future use of Shepell·fgi’s services (or any portion thereof).

By using this site and/or any Shepell·fgi service, you warrant that you have the capacity to understand and to appreciate the content of this site and the nature of the services provided by Shepell·fgi. You also warrant that you are capable of consenting to Counseling or treatment in accordance with applicable federal and provincial legislation.

The services provided by Shepell·fgi are not intended for use by children. In the event that you, as a legal guardian, wish to allow your child to use this site and/or any Shepell·fgi service, you acknowledge that your child will have permission to access this entire site and make use of any Shepell·fgi services. You further acknowledge that, as the legal guardian, it is your responsibility to determine whether use of Shepell·fgi services and/or content transmitted through this site is appropriate for your child.

You are responsible for all activities undertaken by you when using the site and Shepell·fgi services. Should you be issued a password or account, you are responsible for all activities that occur under your password or account, and will keep your password(s) confidential. You will immediately notify us of any unauthorized use of your password or account or any other breach of security. You will not disrupt the functioning of the site, solicit another user's password, or otherwise act in a way that interferes with other users' use of the site, nor may you post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information.

Upon termination of any account you may have with Shepell·fgi, you authorize Shepell·fgi to delete any files, programs, data and email messages associated with such account.

You acknowledge that Shepell·fgi reserves the right, in its sole discretion, to terminate your access to this site and Shepell·fgi’s services or any portion thereof, for any reason without notice.

5. Prohibited Uses

You may not use this site and/or Shepell·fgi services in any manner which could damage, disable, overburden or impair this site and/or any Shepell·fgi services (or the network(s) connected to such site or services) or interfere with any other party's use and enjoyment of this site and/or Shepell·fgi services.

You may not attempt to gain unauthorized access to this site and/or any Shepell·fgi service, other accounts, computer systems or networks connected to this site, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available to you through this site.

This site may contain e-mail services and/or other message or communication facilities designed to enable you to communicate with others (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

  • Use the Communication Service in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
  • Upload, post, email, transmit or otherwise make available any material that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as software protected by intellectual property laws, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
  • Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including without limitation, Trojan horses, worms, time bombs, cancelbots or corrupted files.
  • Post, publish, modify, transmit, reproduce, or distribute in any way, information, software or other materials or tools designed for compromising the security of the Communication Services, our network or telecommunication services.
  • Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
  • Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
  • Falsify or delete any email headers, author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of email, software or other material in order to disguise the origin of such email, software or material.
  • Restrict or inhibit any other user from using and enjoying the Communication Services, or create an unusually large burden on the Communication Services, such as by generating levels of traffic sufficient to impede others' ability to send or retrieve information.
  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
  • Harvest or otherwise collect information about others, including e-mail addresses, without prior written authorization from such owners of such information.
  • Violate any applicable laws or regulations.
  • Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, or create a false identity to mislead others.

Shepell·fgi reserves the right to review materials posted to or sent through the site and/or a Communication Service and to remove any materials in its sole discretion. Shepell·fgi further reserves the right to terminate your access to any or all of the Communication Services and this site at any time, without notice, for any reason whatsoever.

Shepell·fgi reserves the right at all times to disclose any information as Shepell·fgi deems necessary to satisfy any applicable law, regulation, legal process or governmental request or to edit, refuse to post or to remove any information or materials, in whole or in part, in Shepell·fgi's sole discretion.

All information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials ("Content") posted to any Communication Services by any users are the sole responsibility of those users. Shepell·fgi does not guarantee the accuracy, copyright compliance, legality, integrity, quality, or decency of such Content. Posting your name, contact information, and any personal information in any Communication Services places that information into a public forum.

6. Personal and Non-Commercial Use

Unless otherwise specified, the services provided on this site are for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, products or services obtained from this site.

7. Downloads

All content that is made available to view and/or download in connection with this site is owned by and is the copyrighted work of Shepell·fgi and/or its suppliers and is protected by copyright laws and international treaty provisions.

You may download and use materials for your own personal use but not for commercial use, unless expressly stated otherwise. When downloading content, you must comply with all applicable use controls, laws and regulations, and you warrant that you will not download any content where such downloading is prohibited by local laws.

8. Use of Email Services

You agree that Shepell·fgi may establish limits concerning use of any services (including Communication Services and email services) offered on this site, including without limitation, the maximum number of days that e-mail messages will be retained by the service, the maximum number of e-mail messages that may be sent from or received by an account on the service, the maximum size of an e-mail message that may be sent from or received by an account on the service and the maximum number of times and duration you may access the service in a given period of time.

You agree that Shepell·fgi has no responsibility or liability for the deletion, corruption or failure to store any messages or other content maintained or transmitted by the service. You acknowledge that Shepell·fgi reserves the right to delete accounts without notice to you that are inactive for an extended period of time.

Shepell·fgi makes no warranty that any service will be available, uninterrupted, timely, secure or error-free.

9. Disclaimer of Warranties

All materials, information, software, products, services and other content contained in this site, or obtained from a linked site is provided to you "as is" without warranty or conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose, title, non-infringement, security or accuracy. Shepell·fgi has made reasonable efforts to post current and accurate information on this site; however, Shepell·fgi assumes no responsibility for any errors, omissions or inaccuracies whatsoever in the information provided. Under no circumstances will Shepell·fgi be liable for any loss or damage caused by your reliance on information obtained through this site. It is your responsibility to evaluate the accuracy, completeness and usefulness of any information provided, and use of this site is solely at your own risk. Some jurisdictions do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to you.

10. Limitation of Liability

You specifically agree that Shepell·fgi shall not be responsible for unauthorized access to or alteration of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through this site. You specifically agree that Shepell·fgi is not responsible or liable for any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another's rights, including intellectual property rights. You specifically agree that Shepell·fgi is not responsible for any content sent using the communication services included in this site and/or by any third party.

In no event shall Shepell·fgi be liable for any special, incidental, indirect, punitive or consequential damages of any kind, or any damages whatsoever, whether in contract, tort, strict liability or otherwise, arising out of or in connection with the use of, or inability to use this site, whether or not Shepell·fgi has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so the above limitations or exclusions may not apply to you.

11. Indemnification

Upon reasonable request by Shepell·fgi, you agree to defend, indemnify and hold harmless Shepell·fgi and its employees, contractors, officers and directors from all liabilities, claims and expenses, including legal fees, that arise from your use or misuse of this site, including without limitation content sent or posted by you through the Communication Services, your connection to this site and/or Shepell·fgi’s services, your non-compliance with these terms and conditions of use, or your violation of any third-party rights. Shepell·fgi reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Shepell·fgi in asserting any available defences.

12. Content Submitted to Shepell·fgi by You

In the event that you submit personal information to Shepell·fgi in confidence through this site, you consent to the collection, processing, transmission and disclosure of such information by Shepell·fgi for the purposes of Shepell·fgi’s internal use and specifically the purposes set out on the web page requesting such information or in Shepell·fgi's Privacy Policy. Shepell·fgi will make efforts to keep such personal information confidential, and shall not disclose such personal information to any third party except: (a) in confidence and to facilitate the provision of products and services to you, (b) to the extent required by law, or (c) in accordance with Shepell·fgi's Privacy Policy.

13. Intellectual Property Rights

All intellectual property rights in and to the site, its contents and Shepell·fgi’s services are and shall be owned by Shepell·fgi, absolutely. Those rights include, but are not limited to, database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights, wherever existing in the world, together with the right to apply for protection of the same.

14. Modifications to Services Provided

Shepell·fgi reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any services (including email services) provided through this site (or any part thereof) with or without notice, or in accordance with the terms of your separate written agreement with Shepell·fgi. You agree that Shepell·fgi shall not be liable to you or to any third party for any modification, suspension or discontinuance of such services.

15. Notice

All demands, notices, communications and reports relating to these terms and conditions of use shall be in writing and shall be either sent by facsimile transmission or personally sent by reputable overnight courier services (delivery charges prepaid) to Shepell·fgi Legal Counsel.

16. General Provisions

This agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between you and Shepell·fgi with respect to this site and Shepell·fgi services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Shepell·fgi with respect to this site and Shepell·fgi services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express will of the parties that this agreement and all related documents have been drawn up in English.