THESE TERMS OF USE CONTAIN LEGAL OBLIGATIONS AND ALONG WITH THE SUBSCRIPTION TERMS/TERMS OF SALE AVAILABLE AT https://headlinecoffee.ca/pages/terms-conditions (THE “SUBSCRIPTION TERMS”), FORM AN AGREEMENT BETWEEN YOU AND HEADLINE COFFEE, A DIVISION OF TORONTO STAR NEWSPAPERS LIMITED, AND ITS AFFILIATES ("HEADLINE COFFEE" or "WE"). PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING, ACCESSING OR BROWSING ANY HEADLINE COFFEE PROPERTIES.

 

THESE TERMS OF USE WERE LAST UPDATED ON: September 12, 2016.

 

Access and Use

By accessing, browsing or otherwise using any Headline Coffee website, digital property, mobile application and/or mobile enabled site (collectively, the "Headline Coffee Properties" and each a "Headline Coffee Property"), including without limitation headlinecoffee.ca; or any products, content or service (collectively the "Services" and each a "Service") available in, on or through a Headline Coffee Property, including without limitation those Services offered on a payment basis such as coffee delivery services, coffee and related products and services (collectively, "Paid Services" and each a "Paid Service"), you agree without limitation or qualification to be bound by these Terms of Use and such other terms and conditions, rules and policies which you may be directed to or are displayed in connection with the use of a Headline Coffee Property, Service or Paid Service, all as amended from time to time. If you have not read, or do not understand, or do not agree to these Terms of Use, you may not use the Headline Coffee Properties, Services or Paid Services.

 

Headline Coffee reserves the right, in its sole discretion, to change the terms of any part of these Terms of Use or the Subscription Terms, in whole or part, at any time. Except as otherwise provided in these Terms of Use or the Subscription Terms, any change will be effective when notice of the change is posted on a Headline Coffee Property. We also reserve the right, in our sole discretion, to change the limits applicable to obtain free access to the services. Please check back regularly for updates by checking the date of the last update above. Your continued use of any Headline Coffee Property, Service or Paid Service following the posting of amended Terms of Use or Subscription Terms will mean you accept those changes. We reserve the right to modify, suspend or discontinue the Headline Coffee Properties, Services, Paid Services or Content (as defined below) or any part of them from time to time without notice or liability for any reason whatsoever. We also reserve the right at any time to charge fees for access to all or portions of the Headline Coffee Properties, Services or Content. In such event, although your access to the applicable Headline Coffee Property, Service or Content may be restricted or denied, you will not be charged for access unless we obtain your prior agreement to pay such charges.

 

Restrictions on Use of Materials

The Headline Coffee Properties, Services, and Paid Services and all content made available thereon ("Content") are the property of the Headline Coffee or its licensors and are protected, without limitation, pursuant to Canadian and foreign copyright, trademark and other laws. Subject to your compliance with these Terms of Use, Headline Coffee grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable license to download, display or use a single copy of the Content on your computer or other electronic access device for your own personal and non-commercial use as long as you do not alter or modify the Content and you maintain all copyright and other proprietary notices. All rights not expressly granted in the Content are reserved. Other than as explicitly set forth in these Terms of Use, nothing will be construed as granting any license or right to use any Content in any manner without the prior written consent of Headline Coffee or such third party that may own the Content displayed on the Headline Coffee Property, Service or Paid Service. Any unauthorized use of any of the Content is strictly prohibited. Except as provided herein, you agree not to reproduce, sell, republish, broadcast, distribute, make derivative works of or otherwise make available any Content, including without limitation by framing, caching or other similar means, without the prior written consent of the copyright owner of such Content.

 

Trademarks

All trademarks and trade names used, mentioned or displayed on the Headline Coffee Properties are trademarks or registered trademarks of Headline Coffee, its affiliated companies or of their respective owners. The display of trademarks or trade names on each of the Headline Coffee Properties does not convey or create any license or other rights in these marks or names. Any unauthorized use of these trademarks and trade names is strictly prohibited.

 

Registration

In order to be able to use certain of the Services and Paid Services made available on Headline Coffee Properties, you may be required to register. Should you choose to register, you agree to provide accurate and current information about yourself as required by the registration process, and to promptly update such information as necessary to ensure that it is kept accurate and complete. You agree to be responsible for: (a) maintaining the confidentiality of any passwords or other account identifiers which you choose or are assigned as a result of any registration on the Headline Coffee Properties, and (b) all activities that occur and are incurred under or through such password or account, including transactions, subscriptions and purchases effected, and any Paid Services fees, together with all applicable taxes. Further, you agree to immediately notify Headline Coffee of any unauthorized use of your password or account. If you provide any information that is untrue or inaccurate or we have reasonable grounds to suspect that such information is untrue or inaccurate, we have the right to suspend or terminate your account and/or your access to the Headline Coffee Properties, Services and Paid Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your account, at our sole discretion, and we may refer you to appropriate law enforcement agencies.

 

In order to cooperate with governmental requests, subpoenas or court orders, to protect Headline Coffee’s systems and customers, or to ensure the integrity and operation of Headline Coffee, its partners or affiliates’ businesses and systems, Headline Coffee may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, email address, etc.), IP addressing and traffic information and usage history, and you hereby acknowledge such right of Headline Coffee and consent and agree to any such disclosure. Headline Coffee’s right to disclose any such information shall govern over any terms of Headline Coffee’s Privacy Policy.

 

User Representations and Warranties

You represent and warrant that: (i) you are not a minor and you have the legal right and capacity to enter into these Terms of Use and (if applicable) the Subscription Terms in your jurisdiction and to comply with these Terms of Use and the Subscription Terms or, if you are a minor, your parent or legal guardian has read and agreed to these Terms of Use and (if applicable) the Subscription Terms on your behalf; (ii) all information you provide to the Headline Coffee is accurate and complete; and (iii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these Terms of Use and (if applicable) the Subscription Terms.

 

In cases where you have authorized a minor to use a Headline Coffee Property, Service or Paid Service, you recognize that you are fully responsible for: (i) the online conduct of such minor; (ii) controlling the minor's access to and use of a Headline Coffee Property, Service or Paid Service; and (iii) the consequences of any misuse by the minor. You acknowledge that some of the areas or portions of a Headline Coffee Property, Service or Paid Service may contain material that is inappropriate for minors.

 

Paid Services

If you have subscribed to a Paid Service your use of that Paid Service and any related products, services or Content will be governed by the subscription terms applicable to that Paid Service (such as the Subscription Terms), in addition to these Terms of Use. You agree that you will not share the products, services or Content you receive through the Paid Service with anyone except as explicitly permitted by the subscription terms applicable to that Paid Service.

 

Termination of Access

You agree that Headline Coffee, in its sole discretion, may suspend or terminate your password, account, or use of the Headline Coffee Properties, Services or Paid Services at its convenience or for any reason, including without limitation if We believe you have violated or may violate these Terms of Use or any applicable law. You agree that any suspension and/or termination of your access to the Headline Coffee Properties, or use of the Services or Paid Services may be effected without prior notice and that the Headline Coffee will not be liable to you or to any other person as a result of any such suspension or termination.

 

Links to Third Party Sites

Users may, through the use of hypertext or other computer "links" on a Headline Coffee Property, Service or Paid Service, gain access to other sites on the Internet which are not part of the Headline Coffee Properties and which are not controlled by Headline Coffee. Headline Coffee is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Headline Coffee of the site. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures and to guard against viruses and other destructive elements and any collection, use and disclosure of your personal information through such site. HEADLINE COFFEE WILL NOT BE RESPONSIBLE OR LIABLE IN ANY WAY FOR THE ACCURACY, RELEVANCY, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN ANY SITE LINKED FROM A HEADLINE COFFEE PROPERTY OR FOR ANY INFORMATION OR MATERIAL YOU PROVIDE TO ANY THIRD PARTY.

 

Unless otherwise indicated on a Headline Coffee Property, Headline Coffee is not sponsored by or affiliated with the linked sites, and trademarks used in connection with linked sites are not trademarks of Headline Coffee.

 

Indemnification  

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF TORONTO STAR NEWSPAPERS LIMITED, ITS PARENT, AFFILIATES, AND RELATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “STAR PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, ACTIONS OR DEMANDS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR RELATING TO: YOUR BREACH OF ANY OF THESE TERMS OF USE OR THE SUBSCRIPTION TERMS; YOUR ACCESS TO OR USE OF THE HEADLINE COFFEE PROPERTIES, SERVICES OR PAID SERVICES; OR YOUR USE OF OR RELIANCE ON OR PUBLICATION, COMMUNICATION OR DISTRIBUTION OF ANY PRODUCT, SERVICE OR CONTENT FROM THE HEADLINE COFFEE PROPERTIES, SERVICES OR PAID SERVICES. YOU SHALL USE YOUR BEST EFFORTS TO COOPERATE WITH US IN THE DEFENCE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.

 

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

 

TO THE FULLEST EXTENT PERMITTED BY LAW, HEADLINE COFFEE IS PROVIDING THE HEADLINE COFFEE PROPERTIES, SERVICES AND PAID SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS AND MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN ANY CONNECTION WITH THE HEADLINE COFFEE PROPERTIES, SERVICES OR PAID SERVICES, OR THEIR CONTENTS, OR ANY WEB SITE OR CONTENTS WITH WHICH THEY ARE LINKED. HEADLINE COFFEE DOES NOT WARRANT THAT THE FUNCTION OF THE HEADLINE COFFEE PROPERTIES, SERVICES OR PAID SERVICES OR THEIR CONTENTS WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE HEADLINE COFFEE PROPERTIES, SERVICES OR PAID SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL ANY OF THE STAR PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION ANY COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF USE, LOSS OF DATA, LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, OR FOR ANY OTHER DAMAGES OF ANY KIND OR CHARACTER, EVEN IF HEADLINE COFFEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES), ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THE USE OR INABILITY TO USE ANY OF THE HEADLINE COFFEE PROPERTIES, SERVICES OR PAID SERVICES, THEIR CONTENTS, OR ANY WEBSITE OR CONTENTS WITH WHICH IT IS LINKED, OR ANY OTHER MATTER RELATING TO THE HEADLINE COFFEE PROPERTIES, SERVICES OR PAID SERVICES.

 

THE INTERNET MAY BE SUBJECT TO BREACHES OF SECURITY. WITHOUT LIMITING THE FOREGOING, NONE OF THE STAR PARTIES IS RESPONSIBLE FOR ANY RESULTING DAMAGE TO ANY USER, SUCH USER'S COMPUTER OR OTHER ELECTRONIC ACCESS DEVICE FROM ANY SUCH SECURITY BREACH, OR FROM ANY VIRUS, BUGS, TAMPERING, UNAUTHORIZED INTERVENTION, FRAUD, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION. YOU SHOULD ALSO BE AWARE THAT E-MAIL AND OTHER SUBMISSIONS OVER THE INTERNET MAY NOT BE SECURE, AND YOU SHOULD CONSIDER THIS BEFORE E-MAILING, SUBMITTING OR TRANSMITTING ANY INFORMATION ON THE HEADLINE COFFEE PROPERTIES OR TO HEADLINE COFFEE.

 

You expressly acknowledge that We have relied on the disclaimers, limitations and exclusions of liability set out in these Terms of Use in making the Headline Coffee Properties, Services, Paid Services and Content available to you, and that these disclaimers, limitations and exclusions of liability are an essential part of this agreement between you and Headline Coffee.

 

Professional Information Disclaimer

Some of the Headline Coffee Properties may contain certain facts, opinions, views, statements, recommendations and information which may be provided by third parties including but not limited to third parties in professional fields such as medicine, law, engineering, accounting, architecture, financial planning, investments, other health and fitness related areas and other professional fields ("Professional Information"). Such information is for informational or entertainment purposes only and is not to be used or construed as a substitute for professional advice, diagnosis or treatment. Use of any Headline Coffee Property does not replace consultations with qualified medical, legal, engineering, accounting, architectural, financial planning, investment, or other professionals. Professional Information may be subject to change and could be out of date. You acknowledge that any reliance on such Professional Information is at your sole risk and that Headline Coffee does not provide you with or endorse any medical, health, tax, legal, accounting, investment or other professional advice or advocate the purchase or sale of any security or investment. You further acknowledge that you are solely responsible for your own research and decisions, including without limitation investment and financial planning decisions. You agree that Headline Coffee shall not be responsible or liable in any way for any loss or damage of any kind directly or indirectly incurred as a result of, or in connection with the use of, or reliance on, any Professional Information.

 

Third Party Advertisements

Third party advertisers ("Advertisers") may offer goods, services, information and other materials to you on the Headline Coffee Properties. Your correspondence and business dealings with Advertisers including, but not limited to, the payment and delivery of goods and services, and any terms, conditions, warranties and representations associated with such dealings, are solely between you and the Advertiser. You agree that Headline Coffee will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or the offering of such goods, services and other materials on the Headline Coffee Properties.

 

Descriptions of, or references to, products, services, information or publications within the Headline Coffee Properties do not imply endorsement of that product, service, information or publication. Your dealings or communications through the Headline Coffee Properties with any party other than Headline Coffee are solely between you and that third party. Under no circumstances will the Headline Coffee Properties, or Headline Coffee, be liable for any goods, services, resources, information or content available through such third party dealings or communications, or for any harm related thereto. Please review carefully that third party's policies and practices and make sure you are comfortable with those policies and practices before you engage in any transaction. Any complaints, concerns or questions you may have relating to materials, products, information, content or services provided by third parties should be forwarded directly to the third party.

 

Software

Any software that is made available to view, use and/or download in connection with the Headline Coffee Properties, Services or Paid Services ("Software"), is owned or controlled by Headline Coffee and/or its licensors, affiliates and suppliers and is protected by copyright laws and international treaty provisions. Your use of the Software is limited to private, non-commercial use and is governed by these Terms of Use and the terms of the end user license agreement, if any, which accompanies or is included with the Software. You agree that it is your responsibility to review and evaluate the Software and the related end user license agreement, and that all risk associated with the use of, or reliance on, the Software rests with you. You further agree that the Headline Coffee, to the maximum extent permitted by law, makes no warranties regarding the Software, and will 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 use of, or reliance on, the Software, including the failure of the Software to meet your needs, standards, expectations or specifications.

 

Privacy

By using the Headline Coffee Properties, Services or Paid Services you consent to the collection, use and disclosure of certain personal information in accordance with our Privacy Policy, and you acknowledge that you have read and understood our Privacy Policy.

 

Submissions

The Headline Coffee would be happy to hear any ideas or suggestions related to improvements or additions to the Headline Coffee Properties, Services or Paid Services. ALL SUCH IDEAS, SUGGESTIONS AND ANY OTHER IDEAS, SUGGESTIONS, MATERIALS OR CONTENT YOU SUBMIT OR PROVIDE TO HEADLINE COFFEE (COLLECTIVELY, "SUBMISSIONS") WILL BE SUBJECT TO THESE TERMS OF USE AND ANY DISCLOSURE OF SUCH SUBMISSIONS WILL NOT UNDER ANY CIRCUMSTANCES BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY PROVIDING A SUBMISSION YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE SUBMISSION AND YOU ARE REPRESENTING THAT THE SUBMISSION IS WHOLLY ORIGINAL TO YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE SUBMISSION AND THAT HEADLINE COFFEE IS FREE TO IMPLEMENT THE SUBMISSION AS PROVIDED OR AS MODIFIED BY HEADLINE COFFEE WITHOUT OBTAINING THE PERMISSION OR LICENSE OF ANY THIRD PARTY.

 

Jurisdiction and Governing Law

The Headline Coffee Properties, Services and Paid Services are controlled and operated by Headline Coffee. Its offices are located in Ontario, Canada. If you choose to access the Headline Coffee Properties from another location, you are responsible for compliance with local laws, if and to the extent local laws are applicable.

 

These Terms of Use shall be governed by and construed in accordance with the laws of Ontario, Canada, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of, relating to or in connection with these Terms of Use, the Subscription Terms, or the Headline Coffee Properties shall be filed only in the provincial or federal courts located in Ontario, Canada and hereby submit to the nonexclusive jurisdiction of such courts. You also agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Headline Coffee Properties, the Services, any Paid Service or these Terms of Use or the Subscription Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

 

Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against us related to any claim and, where applicable, you also agree to opt out of any class proceedings against us.

 

Miscellaneous

If any provision of these Terms of Use or the Subscription Terms shall be deemed unlawful, invalid or unenforceable by a court of law, then the impugned provision shall be deemed severed and shall not affect the validity and enforceability of any remaining provisions. No waiver of any of the terms of these Terms of Use or the Subscription Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Headline Coffee. The section titles in these Terms of Use and the Subscription Terms are for your convenience only and do not have any legal or contractual effect.

 

The failure of Headline Coffee to comply with these Terms of Use or the Subscription Terms because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Headline Coffee, shall not be deemed a breach of these Terms of Use or the Subscription Terms.

 

These Terms of Use, including the Subscription Terms and all other terms, policies, and guidelines referenced in these Terms of Use, together with any other agreement governing your use of Paid Services, where applicable, is the entire agreement between you and Headline Coffee concerning the Headline Coffee Properties, Services and Paid Services. These Terms of Use supersede all prior agreements or communications between you and Headline Coffee regarding the subject matter of these Terms of Use.

 

The parties have required that these Terms of Use and all terms, policies and guidelines relating thereto be drawn up in English. Les parties aux présentes déclarent qu'elles ont exigé que cette entente et tous les documents y afférant soient redigés en langue anglaise.