Website Terms & Conditions

THESE TERMS OF USE CONTAIN LEGAL OBLIGATIONS. PLEASE READ THESE TERMS OF USE BEFORE USING THE WEBSITE.

Acceptance of these Terms of Use and any Revisions thereto Cohen Highley LLP (“COHEN HIGHLEY”) provides this website (the “Website”) to you (“You”) subject to your acceptance of the following terms and conditions of use (these “Terms of Use”). By accessing or using the Website You agree to be bound by these Terms of Use without limitation or qualification. If You do not agree to be bound by these Terms of Use, You must not access or use the Website.

COHEN HIGHLEY may, at any time, without notice or liability, revise these Terms of Use by updating this posting. You should periodically revisit this posting to review any revisions to these Terms of use. If any revision is not acceptable to You, You must cease accessing and using the Website. If You continue to access or use the Website after any revisions are posted You will be deemed to have accepted those revisions.

Use and Restrictions

You may access and use the Website and the information, features and services thereon (collectively, the “Content”) only in accordance with all applicable laws and regulations and with these Terms of Use. Subject to these Terms of Use, COHEN HIGHLEY grants You a non-exclusive, non-transferable, revocable licence to use the Website and the Content solely for your own personal and non-commercial use. Content may only be printed, copied or saved onto your own computer for your personal and non-commercial use.

You must not, directly or indirectly, print, copy, reproduce, save onto your own computer, modify, translate, merge with other data, frame in another website, post on another website, or otherwise use the Content for any public, commercial or non-personal purpose. You must not, directly or indirectly, display, post, disseminate, distribute, publish, broadcast, transfer, sell or sublicense the Content to another individual or entity. The prohibited uses expressly include but are not limited to “screen scraping”, “database scraping” and any other activity intended to collect, store, re-organize, summarize or manipulate any Content (whether via an automatic program or a manual process).

The Website and the Content are made available to You for informational purposes only and are not legal advice. The Content relates only to the laws of the Province of Ontario and related laws of Canada applicable in Ontario, and is believed to be correct as at the date it was assembled, but may contain inadvertent errors or inaccuracies and may be out of date when accessed. COHEN HIGHLEY disclaims any and all liability and accepts no legal responsibility relating to any use or reliance on any Content. Use or reliance on this information does not establish any form of lawyer-client relationship with COHEN HIGHLEY, and any such alleged relationship is hereby disclaimed. Legal advice depends on facts and circumstances, and should only be obtained through direct personal consultation with a licensed legal professional. COHEN HIGHLEY is not responsible or liable, directly or indirectly, in any way for the accuracy, relevancy, completeness or timeliness of the Content. You agree that all risk associated with your use of, or reliance on, any Content rests with You. The Content is protected by Canadian and international copyright laws and may not be reproduced, transmitted or otherwise disseminated without the express written consent of COHEN HIGHLEY.

Intellectual Property Rights

The Website and all of the Content (including the organization and layout of the Website and all software used in connection with the Website) are, and at all times remain, the property of COHEN HIGHLEY. The Website and all of the Content are protected by intellectual property rights owned by COHEN HIGHLEY. You agree to abide by all intellectual property notices, information and restrictions on, or displayed with, the Content. Note that any Content owned by affiliates of the COHEN HIGHLEY may be subject to additional restrictions.

Certain names, graphics, logos, icons, designs, words, titles and phrases on the Website constitute trade-marks (whether registered or unregistered), trade names or other intellectual property of COHEN HIGHLEY (the “COHEN HIGHLEY IP”) or third parties (the “Third Party IP”). COHEN HIGHLEY is and at all times remains, the sole owner of the COHEN HIGHLEY IP. The display of the Content, the COHEN HIGHLEY IP and the Third Party IP on the Website does not convey or create any licence or other rights in any of the Content, the COHEN HIGHLEY IP or the Third Party IP. You acknowledge and agree that You do not acquire:

any ownership rights in any of the Content, the COHEN HIGHLEY IP or the Third Party IP;
any right to use any of the Content, the COHEN HIGHLEY IP or the Third Party IP for commercial purposes including sale, resale, licence or sublicense; or
any right to reproduce, distribute, display, post, disseminate, publish, broadcast, or transfer any of the Content, the COHEN HIGHLEY IP or the Third Party IP.

Use of any of the Content, the COHEN HIGHLEY IP or the Third Party IP, without the prior written consent of COHEN HIGHLEY, or the applicable franchisee, broker, sales person, licensor or third party, is strictly prohibited.

Third Party Websites and Content Linked to the Website

The Website may contain links to third party websites or content posted on third party websites (the “Links”). COHEN HIGHLEY provides the Links only as a convenience to help You identify and locate other Internet resources that may be of interest.

You acknowledge that in providing the Links, COHEN HIGHLEY:

does not endorse any third party website or content accessible via the Links;
does not act as an editor, publisher or disseminator of any content accessible via the Links and does not control or monitor any third party website;
does not make any representation or warranty of any kind regarding the Links;
is not responsible, directly or indirectly, in any way for the accuracy, relevancy, completeness, timeliness or legality of any content accessible via the Links; and
is not responsible, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your use of, or reliance on, any of the Links.

You agree that You are solely responsible for:

taking all protective measures to guard against viruses and other destructive elements;
abiding by the terms and conditions of use and the privacy policies posted at the third party websites; and
evaluating the content accessible via the Links and bearing all risks associated with your use of, and reliance on, any such content.

Links to the Website on Third Party Websites

If You want to include a link to the Website on your website (the “Third Party Link”), You must:

provide COHEN HIGHLEY with prior written notice describing the nature and features of your website and the proposed appearance and location of the Third Party Link; and
obtain the prior written consent of COHEN HIGHLEY to establish the Third Party Link and abide by any terms and conditions required by COHEN HIGHLEY as part of its consent.

COHEN HIGHLEY may at any time, in its sole and absolute discretion, revoke its consent to establish a Third Party Link, with or without cause, upon reasonable notice to You. Upon exercise of this right by COHEN HIGHLEY, You must immediately remove all of your links to the Website and must cease all use of the COHEN HIGHLEY IP. If You refuse or neglect to remove all of your links to the Website or to cease using the IP, You acknowledge that such refusal or neglect will result in immediate and irreparable damage to COHEN HIGHLEY and that COHEN HIGHLEY shall be entitled to relief in the way of temporary and permanent injunctions and such other and further relief as a court may deem just and proper.

COHEN HIGHLEY is not responsible or liable, directly or indirectly, in any way for any content available on a third party website that has established a link to the Website.

Registration, Account and Password

Certain Content on the Website may require registration or subscription. Should You choose to register or subscribe for any such Content, You agree to provide accurate and current information about yourself as required by the relevant registration or subscription process and to promptly update such information as necessary to ensure that it is kept accurate and complete.

You agree to be responsible for:

maintaining the confidentiality of any passwords or other account identifiers which You choose or are assigned as a result of any registration or subscription process; and
all activities that occur under your account or password.

You further agree to:

notify COHEN HIGHLEY immediately of any unauthorized use of your password or account; and
ensure that You log out of your account and close your browser window upon completing your use of the Website.

COHEN HIGHLEY shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section of these Terms of Use.

Content Supplied by Users

The Website may provide various services that permit You and other users to submit, upload, post or otherwise make available, and/or store, Content on the Website and that may or may not be viewed by You or other users.

You agree not to post and/or store any Content on the Website that:

defames, libels, abuses, harasses, threatens or otherwise violates the legal rights of third parties;
constitutes, advocates or encourages conduct that would constitute a criminal offence or give rise to civil liability, violates these Terms of Use or is otherwise objectionable, offensive, inappropriate or unlawful, as determined by COHEN HIGHLEY in its sole and absolute discretion;
is protected by intellectual property rights owned by third parties without the express permission from the owner or rights holder;
solicits passwords or personal identifying information from any user;
ontains a virus or other harmful component or creates a virus or other harmful component;
impersonates another individual or entity or implies an affiliation with, or endorsement by, COHEN HIGHLEY;
contains advertising or which engages in commercial activities and/or sales; or
disseminates promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation.

You agree that all communications sent by You or Content provided by You are on a non-confidential and non-proprietary basis. You acknowledge that the Website is not a secure medium for communication except where indicated. You agree that COHEN HIGHLEY is free to use your communications and Content including, without limitation, any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose including, without limitation, developing, manufacturing and/or marketing goods and services. You grant COHEN HIGHLEY a sub-licensable, perpetual, non-exclusive, worldwide, royalty- free licence to link to, use, copy, display, disseminate, reproduce, transmit, modify and prepare derivative works of, any communications sent by You or Content provided by You. COHEN HIGHLEY agrees to use all of your communications and Content in accordance with COHEN HIGHLEY’s Website Privacy Policy. You agree not to assert any ownership right of any kind in your communications and Content (including, without limitation, copyright, trade-mark, patent, unfair competition, moral rights, or implied contract). You hereby waive the right to receive any financial or other consideration in connection with your communications and Content including, without limitation, acknowledgement of You as the source of such communications and Content. You acknowledge that You, not COHEN HIGHLEY, have full responsibility for your communications and Content including but not limited to, its legality, reliability, appropriateness, originality and copyright ownership. You agree to pay for all royalties, fees, damages and any other monies owing any third party by reason of any posting and/or storage of Content by You on the Website.

COHEN HIGHLEY may investigate, review or monitor Content that is posted and/or stored on the Website. However, COHEN HIGHLEY is under no obligation to do so and will not assume liability or responsibility for any Content posted and/or stored by users on the Website. COHEN HIGHLEY has the right to refuse, move or remove any Content that is posted and/or stored by users on the Website without notice, without cause and for any reason. COHEN HIGHLEY may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at COHEN HIGHLEY’s discretion, COHEN HIGHLEY will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Website.

Disclaimers

You expressly understand and agree that:

the Content and the Links are provided for informational purposes only;
the Website, the Contents and the Links are provided on an “AS IS” and “AS AVAILABLE” basis;
any use of, or reliance on, the Website, the Contents and/or the Links is at your sole risk;
no advice or information, whether oral or written, obtained by You from COHEN HIGHLEY or from the Website, shall create any warranty not expressly stated in these Terms of Use; and
COHEN HIGHLEY, DOES NOT MAKE ANY, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE WEBSITE, THE CONTENT AND/OR THE LINKS INCLUDING, WITHOUT LIMITATION:

WARRANTIES OR CONDITIONS OF TITLE AND NON-INFRINGEMENT;
IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND SUITABILITY FOR A PARTICULAR PURPOSE;
WARRANTIES OR CONDITIONS THAT THE CONTENT WILL BE USEFUL OR MEET YOUR REQUIREMENTS OR EXPECTATIONS, THAT THE CONTENT WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF DEFECTS, COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE RESULTS THAT MAY BE OBTAINED THROUGH USE OF THE WEBSITE WILL BE COMPLETE, ACCURATE OR RELIABLE;
WARRANTIES OR CONDITIONS AS TO PRIVACY OR SECURITY; AND
WARRANTIES OR CONDITIONS ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, WITH RESPECT TO THE WEBSITE, THE CONTENT OR THE LINKS.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL COHEN HIGHLEY, ANY OF ITS AFFILIATES, SUBSIDIARIES OR LICENSORS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH THE WEBSITE FOR ANY LOSS OR DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT, NEGLIGENCE OR OTHER LEGAL BASIS, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OF OR ACCESS TO, OR ANY INCONVENIENCE, DELAY OR LOSS OF USE OF OR ACCESS TO, THE WEBSITE, ANY CONTENT OR ANY LINKS OR FAILURE OF THE WEBSITE OR ANY LINKS (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN THE WEBSITE, ANY CONTENT OR ANY LINKS OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM THE WEBSITE OR ANY LINKS). THESE LIMITATIONS APPLY EVEN IF THE PARTY LIABLE OR ALLEGEDLY LIABLE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF SUCH LOSS OR DAMAGE WAS FORESEEABLE.

You expressly acknowledge that COHEN HIGHLEY is entering into these Terms of Use and is making the Website, Content and Links available to You in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein and that the same form an essential basis of the contract between You and COHEN HIGHLEY. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of, a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy or the termination or suspension by COHEN HIGHLEY of your use of, or access to, the Website.

Guarantees

You represent and warrant that:

You are an individual and over the age of majority in the jurisdiction in which You are resident;
You are using the Website in a jurisdiction where access to, or use of, the Website (or any part thereof) is not prohibited or illegal;
You will use the Website only for your personal and non-commercial use and only as authorized by these Terms of Use;
You are fully able and competent to enter into, and abide by, these Terms of Use;
You own all Content submitted to or stored on the Website or otherwise have the right to grant the licence to COHEN HIGHLEY set forth in these Terms of Use with respect to your communications and Content; and
the posting and/or storage of your Content on the Website does not violate the privacy rights, publicity rights, trade-mark rights, copyrights, contract rights or any other rights of any third party.

Indemnity

You agree to defend, indemnify and hold harmless each of COHEN HIGHLEY, its affiliates, subsidiaries and licensors and each of their respective directors, officers, employees, and agents, including all third parties mentioned on the Website, from and against any and all claims, actions or demands, including, without limitation, reasonable legal and accounting fees, resulting from or related to, or alleged to result from or relate to:

your breach of any of these Terms of Use;
your access to, use of or reliance on the Website and/or any of the Content, and/or any of the Links; or
your communications or dealings with any third parties mentioned on the Website.

Changes to the Website

COHEN HIGHLEY may, at any time without notice or liability, and for any reason whatsoever, change, suspend or terminate any aspect of the Website including, without limitation, any of the Content and any of the Links. COHEN HIGHLEY reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Website at any time without notice or liability, but does not have a duty to do so.

Choice of Law

You agree that all matters relating to the use of the Website, including without limitation, any of the Content and/or any of the Links shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to conflict of law principles. COHEN HIGHLEY and You each agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario and to waive any objections based upon venue.

Privacy

Any of your personal information which COHEN HIGHLEY collects via the Website is subject to COHEN HIGHLEY’s Website Privacy Policy which is available at www.cohenhighley.com and is incorporated by reference into these Terms of Use.

General

These Terms of Use constitute the entire agreement between COHEN HIGHLEY and You with respect to your use of the Website including, without limitation, any of the Content and/or any of the Links. These Terms of Use supersede all prior communications, representations or agreements, either oral or written, between COHEN HIGHLEY, its affiliates, subsidiaries or licensors, and You with respect to the Website. Additional terms and conditions may apply when You use Content provided by any other user or third party or any of the Links.

If any section (or part thereof) of these Terms of Use is determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining sections (or parts thereof) of these Terms of Use, which shall remain in full force and effect. COHEN HIGHLEY’s failure to insist upon or enforce strict performance of any section of these Terms of Use or any right shall not be construed as a waiver of any such section or right.

These Terms of Use shall enure to the benefit of COHEN HIGHLEY and its subsidiaries and affiliates. COHEN HIGHLEY may assign its rights and duties under these Terms and Conditions at any time without notice to You. You may not assign your rights and duties under these Terms of Use to any individual or entity at any time.

Termination

You acknowledge and agree that COHEN HIGHLEY may, at any time without notice, in its sole and absolute discretion and without cause, suspend or terminate:

your use of, or access to, the Website including, without limitation, any of the Content and/or any of the Links; or
any of your registrations or subscriptions with the Website.

Upon suspension or termination, COHEN HIGHLEY may remove and discard any Content related to You or your use of the Website and You must discard any link You maintain from your website to the Website. You agree that COHEN HIGHLEY will not be liable to You or any other individual or entity as a result of any such suspension or termination.