These Terms and Conditions (the “Agreement”) set out the terms and conditions pursuant to which 10667994 Canada Inc., doing business as chef Connie (“chef Connie”), will provide to the User access to a beta version of the proprietary chef Connie software platform.
In addition to those capitalized terms defined throughout these terms and conditions, the following terms shall have the following meaning:
- “Account” has the meaning assigned to it in section 4 of this Agreement.
- “Add On” means any additional Platform feature not included in the License.
- “Intellectual Property Rights” or “IPR” means all intellectual property rights wherever in the world, whether registrable or not, registered or unregistered, including any application or right of application for such rights, including copyright and related rights, software, code, data, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, ideas, improvements, inventions, patents, and any other rights that would be considered intellectual property rights.
- “Personal Information” means any information about an identifiable individual.
- “Platform” means chef Connie’s proprietary digital cooking assistant software platform.
- “Services” means the provision of access to the Platform and any training and/or support services that may be provided by chef Connie to You under this Agreement.
- “User”, alternatively referred to throughout these Terms and Conditions as “You” or “Your”, means the end user of the Platform or Services.
- “User Data” means the Personal Information and other data about User that is uploaded to or collected through Your use of the Platform.
- “Website” means the chef Connie website located at https://chefconnie.co, as well as our related websites at https://cook.chefconnie.co.
2. DISCLAIMER – NO ADVICE
The Services being provided by chef Connie to You and the information on the Platform do not constitute health, medical, or financial advice, nor should they be construed to diagnose, cure, or treat any medical, health or other condition. You agree to seek the advice of a physician or other qualified health provider, with any questions regarding any medical condition, medical symptoms, prescriptions, medication or treatment options. YOU ASSUME ALL RISKS IN RESPECT TO YOUR USE OF THE PLATFORM AND SERVICES.
3. PLATFORM LICENSE.
- Provision of Service. Conditioned on the provisions in this Section 3 and the other terms and conditions of this Agreement, chef Connie hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform during the for Your personal use (the “License”).
- Restrictions. You shall not (and shall not allow any third party to): (i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform; (ii) circumvent any user limits or other timing or use restrictions that are built into the Platform; (iii) remove any proprietary notices, labels, or marks from the Platform; (iv) frame or mirror any content forming part of the Platform; or (e) access the Platform in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Platform.
- Audit Rights. chef Connie shall have the right to use the capabilities of the Platform and third-party services to confirm the number of users using the Platform and Your compliance with this Agreement.
- User Eligibility. You represent and warrant that (i) You have the authority to enter into this agreement; and (ii) You have voluntarily agreed to be part of the chef Connie Beta Program.
- User Responsibilities. In exchange for the license granted under Section 3(a), You agree to (i) participate in the Beta Program to the best of Your ability, including completing any related evaluation survey; (ii) abide by all applicable laws and regulations in connection with the use of the Platform and Services (including privacy laws).
- You are responsible for all activity occurring on Your Account and for compliance with this Agreement. Without limiting the generality of the foregoing, You agree that You will not:
- use the Platform other than as permitted by this Agreement;
- share Your login information with any individual;
- use the Platform to send, store, publish, post, upload or otherwise transmit any information in violation of (A) any laws, rules or regulations including those relating to and privacy and anti-spam, or (B) in violation of any of Your warranties, representations or obligations under this Agreement;
- license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform available to any third party;
- use the Platform to upload, collect, transmit, store, use or process any patient information or other data: (A) that You do not have the lawful right to copy, transmit, distribute, and display (B) for which You do not have the consent or permission from the owner of any personal health information and/or any other personal information contained therein; (C) that is tortious, defamatory, obscene, or offensive; or (D) that violates, or encourages any conduct that would violate any applicable law or regulation or would give rise to civil or criminal liability;
- use the Platform to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another;
- continue to use the Platform in a manner that interferes with or disrupts the integrity or performance of the Platform following a notice from chef Connie of such use;
- attempt to gain unauthorized access to the Platform or its related systems or networks;
- use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Platform;
- use any data mining, robots or similar data gathering or extraction methods;
- access the Platform for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Platform; or
- copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Platform or any part thereof or otherwise attempt to discover any source code or modify the Platform, except as expressly provided for in this Agreement.
- You will also be required to select a password at the time of registration. You are responsible for all activity occurring on your Account, so please select a strong password. Please keep your password secure, and do not share it with any other individual. We will not be liable for any damages caused by virtue of the compromise of your Account or password, including any unauthorized access to your Account or use of your Account or any information contained therein. Please contact us immediately at [email protected] if you suspect or become aware of any unauthorized use of your Account or any other breach of security.
- Fees. Should You choose to purchase any Add Ons, You shall pay all related fees, as set out at the time of purchase, if applicable, plus any applicable taxes (collectively, “Fees”).
- Payment. You shall pay all Fees immediately upon the purchase of any Add Ons.
- Pre-authorized Payment. By providing a credit card information to chef Connie to purchase any Add-On, You authorize chef Connie to charge Your credit card through our third-party payment processors for all outstanding fees, taxes and charges and outstanding account balances incurred by You in respect to the Services, and this Section constitutes chef Connie’s good and sufficient authority for so doing.
7. PROPRIETARY RIGHTS.
- Exclusive Ownership. Except for the rights and licenses granted in this Agreement, You acknowledge and agree that any and all Intellectual Property Rights (“IPR”) to or arising from the software, technology and database used to provide the Platform and Services shall remain the exclusive property of chef Connie and its licensors. Nothing in this Agreement is intended to transfer any such IPR to, or to vest any such Intellectual Property Rights in, You. You are only entitled to the limited use of the IPR granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with chef Connie’s IPR.
- User Data. As between You and chef Connie, You own and retain ownership of all Your User Data. You hereby grant chef Connie a perpetual, worldwide, royalty-free, and non-exclusive license to access, use, store and process Your User Data in order (i) to provide the Services; (ii) improve and develop the Platform and Services for both You and chef Connie’s other clients and prospective clients; (iii) advertise chef Connie’s and other products and services to you through online advertising networks; and (iv) generate Statistical Data, as defined below.
- Analytics. You acknowledge and agree that chef Connie compiles and analyzes User Data to create useful, aggregated information about user demographics, patterns, and trends, user service delivery and performance. Accordingly, chef Connie requires the right to generate data about the use and operation of the Platform and delivery of the Services, from reports generated pursuant to this Agreement and raw User Data (“Statistical Data”). You hereby grant chef Connie a perpetual, worldwide, non-exclusive, royalty-free license to create Statistical Data from User Data and combine it in whole or in part with data derived through the use of the Services and with other data at chef Connie’s discretion. For the avoidance of doubt, Statistical Data will not include any raw User Data, Personal Information or personal health information. chef Connie shall have exclusive ownership of any Statistical Data and the exclusive right to use the same for any purpose without restriction.
- Suggestions. chef Connie shall exclusively own any suggestions, enhancement requests, recommendations or other feedback You provide relating to the Platform and operation of the Services during the Trial Period (“Suggestions”). You hereby assign all right, title and interest in any Suggestions, including any IPR therein, to chef Connie. You hereby irrevocably waive all moral rights You may have in any Suggestions.
- Definition of Confidential Information. As used in this Agreement, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission.
- Protection. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner as it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
- Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections contained in this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies may be inadequate.
- Representations and Warranties of User. You represent, warrant and covenant to chef Connie that (i) You have the necessary authority to enter into this Agreement and meet the obligations set out in this Agreement; and (ii) You will comply will all applicable laws.
- No Guarantees. Any information or materials provided on the Platform, including but not limited to instructions, recommendations, analytics, and advertisements, are for information purposes only. There is no guarantee that any of the information provided by the Platform will be applicable to You and chef Connie does not make any representations or warranties about the effectiveness of any of the information and materials provided by the Platform. chef Connie expressly disclaims any and all liability or responsibility for any loss, harm, injury to person or property, illness, damage or any other claim arising as a result of Your reliance on the information and material provided by the Platform.
- DISCLAIMER OF IMPLIED WARRANTIES. THE PLATFORM AND SERVICES ARE PROVIDED BY CHEF CONNIE TO YOU ON AN ‘AS IS’ BASIS. CHEF CONNIE MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THE PLATFORM OR SERVICES. CHEF CONNIE (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS AND SUBCONTRACTORS) DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. CHEF CONNIE (INCLUDING ITS AFFILIATES, LICENSORS, SUPPLIERS AND SUBCONTRACTORS) DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM AND SERVICES WILL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE PLATFORM WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS IN THE SERVICE CAN BE FOUND OR CORRECTED.
10. INDEMNITY AND RELEASE
- You agree to indemnify, defend and hold harmless chef Connie its shareholders, members, principals, partners, owners, transferees, directors, managers, officers, employees, servants, successors, agents, attorneys, distributors, vendors, suppliers and representatives (collectively, the “chef Connie Parties”) from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable legal fees) arising from: (i) Your use of and access to the Platform and Services; and (ii) Your violation of any of the terms of this Agreement.
- YOU HEREBY WAIVE, RELEASE, AND IRREVOCABLY DISCHARGE the chef Connie Parties from any and all actions, causes of action, liabilities, suits, debts, obligations, dues, accounts, bonds, covenants, contracts, claims, demands, indemnities, losses, costs (including professional fees), damages and proceedings whatsoever, whether in law or in equity, which You have ever had or may hereafter have, whether known or unknown, including but not limited to, liability arising from any acts or omissions of any kind, misconduct, negligence or fault of the chef Connie Parties or of a third party, which cause any death, disability, personal injury, or property damage to You or a third party during Your use of the chef Connie Platform and Services.
11. LIMITATION OF LIABILITY.
IN NO EVENT SHALL CHEF CONNIE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR ECONOMIC DAMAGES INCURRED OR SUFFERED BY YOU ARISING AS A RESULT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF CHEF CONNIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. THE TOTAL LIABILITY OF CHEF CONNIE FOR ALL CLAIMS OF ANY KIND ARISING AS A RESULT OF OR RELATED TO THIS AGREEMENT, OR TO ANY ACT OR OMISSION OF CHEF CONNIE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED $500 CDN.
- chef Connie reserves the right to terminate, limit or suspend User access to the Platform for any User breach of these restrictions or any other violation of any other term of this Agreement.
Neither Party may assign or transfer its interest in this Agreement without the written consent of the other Party (such consent not to be unreasonably withheld). Notwithstanding the foregoing, chef Connie may assign this Agreement in its entirety, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. This Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties hereto. This agreement is governed by the laws in effect in the province of Ontario and constitutes the entire agreement between the Parties with respect to the subject matter herein. The provincial and federal courts located in Toronto, Ontario, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. No partnership shall be deemed to have been created between the Parties. All additions or modifications to this agreement must be made in writing and must be signed by both Parties. If any part of this agreement is held to be invalid or otherwise unenforceable, the provision shall no longer form part of this agreement. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver of such right, power or privilege. It is not intended that any agency or partnership relationship be created by this agreement. It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.