TERMS AND CONDITIONS OF USE
Last Updated: July 25, 2022
PLEASE READ THIS AGREEMENT CAREFULLY. THESE TERMS AND CONDITIONS OF USE GOVERN YOUR USE OF THE DIGITAL SERVICES, WEBSITES, MOBILE APPLICATIONS, OR OTHER DIGITAL PLATFORMS OWNED AND OPERATED BY OR ON BEHALF OF LA CIE MCCORMICK CANADA CO. OR ONE OF ITS AFFILIATES (“MCCORMICK”) AND THAT LINK TO, REFERENCE, OR OTHERWISE INCORPORATE THESE TERMS AND CONDITIONS OF USE (“DIGITAL SERVICES”). BY USING THE DIGITAL SERVICES OR OTHERWISE ACCEPTING THESE TERMS AND CONDITIONS OF USE, YOU AGREE TO BE BOUND BY THEM.
THIS AGREEMENT CONTAINS A PROVISION THAT, EXCEPT WHERE PROHIBITED BY LAW, GENERALLY REQUIRES DISPUTES TO BE RESOLVED ON AN INDIVIDUAL BASIS RATHER THAN VIA CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE SEE THE DISPUTE RESOLUTION AND CLASS ACTION WAIVER SECTION FOR INFORMATION.
This agreement (”Agreement”) governs your use of the Digital Services, any transactions you make on the Digital Services, and your access to and use of the content, postings, links, pages, services, products, features, functionality, and/or other materials offered on the Digital Services and any other Digital Services McCormick may make available and that link to, reference, or otherwise incorporate these Terms and Conditions of Use. By accessing any of the Digital Services, or otherwise accepting these Terms and Conditions, you agree you are bound by this Agreement, as it may be unilaterally amended or supplemented from time to time by McCormick, and agree to all operating rules that may be published by McCormick on or in connection with the Digital Services. All these rules are incorporated into this Agreement by this reference. If you do not understand or agree to be bound by this Agreement, please do not access the Digital Services.
OWNERSHIP. All software, content and materials used or appearing on the Digital Services are the exclusive property of McCormick, its affiliates, subsidiaries, or related entities, or used with permission of the third party rightsholder(s), and are protected by U.S., Canadian, and international copyright, trademark, and other intellectual property rights laws. No copying, sale or exploitation of material from the Digital Services is permitted without the prior written consent of McCormick and any other applicable intellectual property owner. You do not acquire any ownership rights by virtue of downloading material from the Digital Services. If we request or permit the submission of your opinions, product ratings or reviews, ideas, suggestions, or feedback (collectively, “Feedback”), by submitting such Feedback, you grant McCormick a worldwide, irrevocable, non-exclusive, royalty-free, transferable, sub-licensable, perpetual license to display, publish, disclose, use, reproduce, edit, modify, market, store, distribute, have distributed, reproduce, re-arrange, change, add to or delete from, translate, adapt, revise, alter, publicly and/or privately display, communicate, publicly and/or privately perform, transmit, have transmitted, syndicate, host, index, cache, tag, encode, create derivative works based upon, combine, compile, and/or promote the Feedback, and any display thereof, for any or all commercial or non-commercial purposes, including, without limitation editorial, commercial, and promotional purposes, and all other purposes, in any manner, form, or media whatsoever, including without limitation print, digital, or otherwise, whether now known or later discovered, with or without attribution to you or any other party. For the avoidance of doubt, and without limiting the above, the foregoing grant includes the rights to combine or compile the Feedback with other content, and publish and/or display that edited, modified, combined or compiled content. You represent that all Feedback submitted by you is owned solely by you or that you have the necessary approvals and permissions to grant the license described above, and that the license grant does not violate applicable law or the intellectual property rights or other rights of others. You acknowledge that prior to submitting the Feedback, you may be required to sign an agreement prepared by McCormick that confirms those representations and licenses.
INDIVIDUAL USE. You are only authorized to visit, view and retain copies of pages of the Digital Services solely for your own individual, non-commercial use. You may not duplicate, download, publish, modify or otherwise distribute any material on the Digital Services for any purpose other than for your own individual, non-commercial use unless authorized by McCormick in writing.
THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. You may not use the Digital Services to transmit material that: (i) is copyrighted, unless you are the copyright owner or have obtained the permission of the copyright owner; (ii) reveals trade secrets, unless you own them or have the permission of the owner; or (iii) infringes on any intellectual property rights of others or violates the privacy or rights of publicity of others.
YOUR CONDUCT. When using the Digital Services, you agree to:
- comply with all applicable laws, rules, and regulations;
- not take any action that interferes with the proper working of the Digital Services, compromises the security of the Digital Services, or otherwise damages the Digital Services or any materials and information available through the Digital Services;
- not use the Digital Services for any purpose that is unlawful or prohibited by these Terms and Conditions of Use;
- not solicit the performance of any illegal activity or other activity that infringes our rights or the rights of others;
- not attempt to gain unauthorized access to any portion or feature of the Digital Services, to any other systems or networks connected to the Digital Services, to any of our servers, or to any of the services offered on or through the Digital Services, including but not limited to by hacking, password “mining”, or any other unauthorized means;
- not probe, scan, or test the vulnerability of the Digital Services or any network connected to the Digital Services;
- not attempt to breach the security or bypass the authentication measures on the Digital Services or any network connected to the Digital Services;
- not upload any viruses or other malicious code to the Digital Services;
- not use the Digital Services, or any service or information made available or offered by or through the Digital Services, in any way where the purpose is to reveal any information, other than your own information or information that we make available to you through the Digital Services; and
- not use any automated means to collect information or content from or otherwise access the Digital Services, including but not limited to through the use of technical tools known as robots, spiders, or scrapers, without our prior permission.
ELECTRONIC COMMUNICATIONS. The Digital Services may include the option to enter into agreements or transactions and make purchases electronically. You agree to the use of electronic records and signatures in association with the Digital Services. Your agreement and intent to use electronic records and signatures applies to all transactions you enter into on the Digital Services or, including without limitation and to the full extent allowed by law, notices of cancellation, policies, contracts, and applications. If you do not wish to use electronic records and signatures, do not use the Digital Services. You may have a legal right to receive certain information from us in writing. You agree that we may use e-mail and other electronic means to provide you with such information as well as for other communications. To access and retain this information you will need to provide us with an active e-mail account, and you must have an Internet-connected device that is capable of receiving HTML e-mails and a method of storing or printing those e-mails. You may have a legal right to receive paper copies of certain notices or to withdraw your consent for McCormick to use electronic records to provide you with information that is required by law to be in writing. To inquire about or exercise the rights you may have, contact us via the channels listed on the Digital Services. You confirm that you have the ability to access and retain e-mails.
MOBILE SERVICES TERMS & CONDITIONS. Some of our Digital Services may enable you to send or receive SMS/text messages to or from mobile devices. You understand and agree that standard text message rates, as charged by your carrier, may apply. You agree that except for SMS/text messages that you send to us, you will only send SMS/text messages via the Digital Services to phone numbers and devices registered in your name and that you will not initiate messages to devices of any other person or entity.
You may be able to download and install certain Digital Services to your mobile device from an app store (“Platform”). These Terms and Conditions of Use constitute an agreement between you and McCormick only, and not with the provider of the Platform (i.e. Google, Apple, etc.). Platform providers are not:
- responsible for the Digital Services;
- responsible for providing any maintenance or support for the Digital Services
- responsible for the review, defense, settlement, or satisfaction of claims resulting from the infringement of third party intellectual property rights; or
- obliged to react on claims brought against them by you or a third party in connection with the Digital Services.
USER GENERATED CONTENT. McCormick is not responsible for the content of posts, uploads, Feedback, or other communications posted by users. McCormick reserves the right to delete, move, or edit content of any such communications that McCormick, in its sole discretion, deems abusive, defamatory, obscene, in violation of copyright or trademark laws, or otherwise unacceptable. McCormick is not responsible for such third party communications, does not endorse, adopt or sponsor any third party statements, and is not obligated to respond to or correct misstatements made by third parties. McCormick is not liable for the content of any such communications, whether or not implicating the laws of copyright, trademark, libel, privacy, obscenity, or otherwise.
By posting or uploading any photographs, works of authorship, artwork, graphics, text, Feedback, or other content (collectively, “Content”) to the Digital Services:
- You grant McCormick a worldwide, irrevocable, non-exclusive, royalty-free, transferable, sub-licensable, perpetual license to display, publish, disclose, use, reproduce, edit, modify, market, store, distribute, have distributed, reproduce, re-arrange, change, add to or delete from, translate, adapt, revise, alter, publicly and/or privately display, communicate, publicly and/or privately perform, transmit, have transmitted, syndicate, host, index, cache, tag, encode, create derivative works based upon, combine, compile, and/or promote the Content, and any display thereof, for any or all commercial or non-commercial purposes, including, without limitation editorial, commercial, and promotional purposes, and all other purposes, in any manner, form, or media whatsoever, including without limitation print, digital, or otherwise, whether now known or later discovered, with or without attribution to you or any other party.For the avoidance of doubt, and without limiting the above, the foregoing grant includes the rights to combine or compile it with other content, and publish and/or display that edited, modified, combined or compiled content on the Digital Services and/or on any digital platform of McCormick or an affiliate such as www.clubhouse.ca, the Flavor Maker app, social media pages (such as McCormick’s Pinterest® Instagram®, Facebook®, or other pages), or in any other medium, print, digital or otherwise, whether now known or later discovered.
- You agree that McCormick cannot and will not be responsible for the Content.
- You confirm that you are the age of majority in your jurisdiction of residence or older, and have the authority to enter into this agreement and grant the rights outlined in this agreement.
- You understand that McCormick may not include attributions of authorship, ownership, creation or otherwise with any Content.
- You understand that McCormick is not under any obligation to use, display or publish the Content, and may remove it at any time, for any reason.
- You confirm that:
- You own or have a license to use all intellectual property rights to the Content,
- No third party right, and no applicable law, is violated by your posting or uploading of Content; and,
- You may be required to sign an agreement prepared by McCormick that confirms these representations and licenses.
RIGHT TO REVISE THIS AGREEMENT. McCormick has the right at any time to unilaterally revise and to otherwise modify this Agreement, and to impose new or additional terms or conditions (collectively, “Additional Terms”) on your use of the Digital Services. Except as otherwise provided by law, such Additional Terms are effective immediately and are incorporated into this Agreement when posted by McCormick to the Digital Services and use of the Digital Services following such notice indicates your acceptance of all such Additional Terms.
REVISION/TERMINATION OF THE SERVICES. McCormick has the right, at any time, to modify or discontinue, temporarily or permanently, the Digital Services, and/or to refuse or restrict anyone from access to any of the Digital Services, with or without notice and in its sole discretion. McCormick shall not be liable for any modification, suspension or discontinuance of any Digital Services.
MCCORMICK MAKES NO WARRANTIES. YOU USE THE DIGITAL SERVICES AT YOUR SOLE RISK. THE DIGITAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION. McCORMICK DOES NOT REPRESENT OR WARRANT THAT THE DIGITAL SERVICES WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. IN ADDITION, McCORMICK DOES NOT REPRESENT OR WARRANT THAT INFORMATION AVAILABLE ON OR THROUGH THE DIGITAL SERVICES IS APPROPRIATE, ACCURATE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING IT FROM JURISDICTIONS WHERE THE CONTENT IS ILLEGAL IS EXPRESSLY PROHIBITED.
Some jurisdictions do not allow exclusion of implied warranties or conditions, so the above exclusions may not apply to you.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT ALLOWED BY LAW, McCORMICK IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE DIGITAL SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF McCORMICK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN, TO THE FULLEST EXTENT ALLOWED BY LAW, THE AGGREGATE LIABILITY OF McCORMICK FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) IN ANY WAY RELATED TO THE DIGITAL SERVICES OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY DOLLARS ($250).
Some jurisdictions do not allow limitations on damages. In the event the applicable jurisdiction does not allow the limitation on liability to the extent indicated above, our liability in such jurisdictions shall be limited to the extent permitted by law.
DISPUTE RESOLUTION AND CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY CLAIM, CAUSE OF ACTION, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATING TO THE DIGITAL SERVICES, THIS AGREEMENT OR ANY OTHER POLICIES OR OTHER TERMS INCORPORATED THEREIN (INCLUDING THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, ENFORCEABILITY, VALIDITY, OR RIGHTS UNDER ANY OF ANY OF THE FOREGOING) (EACH, A “DISPUTE”) MUST BE FILED WITHIN ONE YEAR AFTER SUCH DISPUTE AROSE. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT YOU MAY BRING DISPUTES ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
CHOICE OF LAW AND FORUM. By accessing or using the Digital Services or otherwise agreeing to these Terms and Conditions of Use, you agree that the laws of the Province of Ontario, and the laws of Canada applicable therein, govern all matters relating to this Agreement, and the use, or inability to use, the Digital Services, and that such laws will apply without regard to principles of conflict of laws. Any action or proceeding arising out of or relating to the Digital Services and under these Terms and Conditions will be instituted in the courts located in the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the and venue of such courts.
MISCELLANEOUS TERMS. This Agreement constitutes the entire agreement between you and McCormick with respect to the subject matter addressed herein, and governs your use of the Digital Services, superseding any prior agreements between you and McCormick relating to such subject matter. This Agreement may be supplemented by any other agreement you enter into with McCormick, including but not limited to pursuant to a registration to access certain features of the Digital Services. The failure of McCormick to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal effect. McCormick’s Digital Services are not intended for use by or availability to minors.