Website Terms of Use

(END USERS)

Effective Date: December 2, 2015

1. Legally Binding Terms

By accessing this website, namely the website located at www.schluter.ca (the "Website"), you are entering into an agreement (the "Agreement") with Schluter Systems (Canada) Inc. ("Schluter") and agreeing to be bound by and comply with these website terms of use ("Terms of Use") (and all documents incorporated by reference in these Terms of Use), as well as agreeing to comply with all Canadian federal and provincial laws and regulations that may apply in regard to: (i) the Website; and (ii) your access and use of: (A) the Website, (B) materials and content on or provided through the Website ("Content"), and (C) services available or provided through the Website ("Services").

You acknowledge and understand that certain Content or Services may be subject to additional terms and conditions which will be available for viewing prior to access to or receipt of such Content or Services.

Please take the time to carefully review the Terms of Use before proceeding. If you do not understand or agree to be bound by any of these terms, do not use the Website. Accessing and using the Website indicates your acceptance of the Terms of Use, and indicates your consent to the entering of contracts through electronic means or media and to the exchange of information and documents between you and Schluter electronically over the Internet or by email. By using the Website you represent and warrant that you are of legal age in the jurisdiction in which you reside and otherwise have capacity to form a binding contract, and that you are not a person barred by any laws from accessing or using the Website. By using the Website, you agree to these Terms of Use; if you do not agree, do not use the Website.

These Terms of Use contain provisions that may limit your rights and remedies and also include provisions that exclude or limit Schluter's liability. Please review these Terms of Use in their entirety. You are encouraged to save a copy of these Terms of Use for your records and for future reference by using your web browser's print or save features.

2. Amendments

Schluter may amend the Terms of Use from time to time in its sole discretion and may do so without notice to you. Any such amendments will take effect upon being posted on the Website. Your access to or use of the Website following any such change constitutes your unconditional agreement to comply with and be bound by the Terms of Use as amended. For this reason, you should review the effective date of the Terms of Use (which appears at the very top of this document) each time you access the Website and, if the Terms of Use have been revised since your last visit, you should review the revised Terms of Use which will apply to your visit and your use of the Website, your access to and use of any Content and the use of any Services.

3. Canadian Website

Access to the Website is for the benefit of persons residing in Canada. If you are a resident of a country other than Canada, you should determine which Schluter affiliate services your area and access such affiliate's website. Do not access the Website, do not download any Content, and do not use any Services if the foregoing is prohibited by applicable laws in the jurisdiction in which you reside.

4. No Agency, Franchise, Employment, Distribution or Similar Relationship

No agency, partnership, joint venture, employment, franchise, distribution, or other similar relationship is intended or created by your agreement to these Terms of Use, by your access to and use of the Website, the Services and/or the Content.

5. Ownership and Copyright

All Content including, without limitation, images, pictures, illustrations, drawings, product descriptions, product brochures, instruction manuals, logos, videos, and audio recordings, is protected by copyright owned exclusively by Schluter or its licensors, as the case may be. Schluter and its licensors (as the case may be) reserve all rights, titles, and interests in and to the Content which are not expressly granted to you under the Terms of Use. Content may only be used for your personal and non-commercial use and may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, or otherwise exploited in any way for any commercial purpose. Modification of Content or use of Content for any other purpose is a violation of the copyrights and other proprietary rights. You are prohibited from using any Content on any other website or networked computer environment. Any rights to the Content not expressly granted herein are reserved.

Schluter Systems' names, logos, and all related product names, designs, slogans, and other trademarks are the exclusive property of Schluter Systems L.P. and its affiliates and are used in Canada under exclusive license by Schluter.

6. Licence

Under these Terms of Use, Schluter grants you permission to temporarily download one copy of the Content on the Website solely for your personal, non-commercial use in Canada. Schluter may amend or terminate this license at any time. You acknowledge and understand that you are only being provided a limited license in terms of the Content and that this licence is subject to the following restrictions:

(a) You shall not modify or further copy the Content;

(b) You shall not use the Content for any commercial purpose;

(c) You shall not create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sublicense, export, merge, transfer, adapt, loan, rent, lease, assign, share, scrape, host, publish, broadcast, publicly display, make available to any person, or otherwise use or exploit, either directly or indirectly, the Content in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise;

(d) You shall not permit, allow or do anything that would infringe, compromise or otherwise prejudice the proprietary rights of Schluter, its affiliates or its licensors;

(e) You shall not allow any third party to access the Content;

(f) You shall not transfer the Content to another person or "mirror" the Content on any other server; and/or

(g) You shall not engage in the violation of any laws, third party rights, or published Schluter policies.

This licence will automatically terminate if you violate any of these restrictions.

Upon completion of your personal viewing and consultation of these materials, or on the termination of this licence, you must destroy any downloaded materials in your possession, whether in electronic or printed format.

7. Personal Information

Certain personal information will be collected, retained and used in conjunction with access, use and improvement of the Website and Services, as well as in conjunction with the creation of a User Account through the Website. Schluter does not knowingly collect personal information with respect to children. If you are less than the age of majority in the province or territory in which you reside, do not provide your personal information.

Schluter may from time to time, disclose to third parties personal information collected from you, or otherwise relating to you, in conjunction with the operation of the Website, improvement of the Website and products and Services, responses to inquiries that you make or in conjunction with your use of Services through the Website. Personal information may also be disclosed in response to investigations by law enforcement agencies, in conjunction with legal proceedings, or as otherwise permitted or required under applicable laws.

Personal information collected through the Website is subject to Schluter's online privacy policy, a current version of which can be accessed here (the "Online Privacy Policy").By accessing the Website, you consent to the collection, use, retention, disclosure and destruction of personal information as described in our Online Privacy Policy, as such policy may be amended by us from time to time in our sole discretion.

8. User Generated or Supplied Comments & Content

When you submit ideas, concepts, inventions, know-how, techniques, comments, suggestions, and/or feedback (collectively, "User Comments") to the Website, the User Comments will become the exclusive property of Schluter and Schluter shall be entitled to collect, use, publish, retain, disclose, destroy, commercialize, and exploit the User Comments without restriction or obligation to pay any royalty or provide other consideration.

With the exception of personal information, you hereby grant to Schluter a perpetual, unrestricted, unlimited, royalty-free, worldwide, non-exclusive, irrevocable, transferable license to run, display, copy, reproduce, publish, bundle, distribute, market, create derivative works of, adapt, translate, transmit, arrange, modify, sublicense, export, merge, transfer, loan, rent, lease, assign, share, host, make available to any person, commercialize, exploit, or otherwise use any information or other content (collectively, "User Content") you provide on or through the Website or which is sent to Schluter or any of its authorized dealers or distributors by email or other correspondence, for any purpose whatsoever. Schluter shall not be subject to any obligations of confidentiality regarding any such information unless specifically agreed to by Schluter in writing or required by law and Schluter may freely grant sublicenses in regardto User Content or any part thereof. You also grant to Schluter the right to use your name and likeness in connection with any User Content that you provide.

You represent and warrant that you: (i) exclusively own any User Comments immediately prior to their submission through the Website; and (ii) have the unrestricted right to grant the licence set out above in regardto the User Content.

9. Access Restrictions

The Website contains sections and areas that are restricted to Schluter personnel, Schluter affiliates, Schluter service providers, Schluter distributors and authorized Schluter dealers. Access to certain sections and areas of the Website may also be restricted to end users who have created a User Account (see below). Therefore, not all pages and resources of the Website will be accessible to you. Notwithstanding the foregoing, access to the Website and all pages, Services and Content on the Website or accessible through the Website (and revocation of any previously provided access) is subject to Schluter's exclusive discretion. Unauthorized access may result in civil and criminal penalties as well as the exercise by Schluter of any remedies or recourses available to it under applicable laws.

10. Access; Accounts

Access to certain features of the Website through the Website requires the creation of a user account (each, a "User Account").

You represent and warrant that all information you provide in terms of the creation of your User Account will be accurate, current, and complete and you shall update such information to the extent it becomes outdated or is otherwise no longer accurate or complete. Previous information will be retained when updates are made.

At all times, you are responsible for using your User Account in a legal manner that is in compliance with the letter and spirit of these Terms of Use. You are solely responsible for the activity that occurs in regard to your User Account. It is your responsibility to choose a secure password for your User Account and not disclose it or provide access to it, and you are solely responsible and liable for loss or damage resulting from your failure to comply with the foregoing obligation. You may change your password at any time by updating your User Account profile. You are prohibited from using another user's User Account. If you recognize any unauthorized use of your password or User Account or any other breach of security, you must immediately notify Schluter in writing.

All usernames and passwords remain the sole property of Schluter, and your User Account may be cancelled or suspended at any time by Schluter without any prior notice or any liability to you or any other person. Without any limitation to the generality of the foregoing, if Schluter, in its sole discretion, considers a password to be insecure or otherwise compromised, Schluter may cancel the password and/or your User Account.

You must respond promptly to all e-mail and other correspondence from Schluter which requests or requires a reply from you, including, without limitation, e-mail and correspondence concerning complaints or concerns regarding your use of the Website and the use of your User Account.

You hereby agree that by creating a User Account, you consent that Schluter, its service providers, and/or agents may contact you by telephonic, electronic, or other forms of communication, including but not limited to e-mail, voice call, text message (including, for non-marketing communications, calls and text messages made using an automatic telephone dialing system or a pre-recorded or artificial voice), fax, or other means regardless of the format of the original inquiry. You also consent that Schluter, its service providers, and/or agents may contact you for marketing purposes using an automatic telephone dialing system or a pre-recorded or artificial voice.

11. Linked Websites

The Website contains hyperlinks to third party websites which are subject to their own respective terms and conditions of use and privacy policy. These hyperlinks are provided for your convenience only. No warranties or representations are made as to third party websites, and any access to these third party websites is at your sole risk. Schluter does not recommend or endorse access or use of any third party website or any content, product, services or other subject matter associated with any third party website. Schluter assumes no responsibility for the content, services and/or products available through any such third party website.

12. Inappropriate Conduct

You agree not to undertake any conduct that is illegal, abusive, or otherwise inappropriate including, without limitation, any of the following (including any attempt to do so):

(a) posting material that is libellous, defamatory, obscene, pornographic, abusive, or threatening;

(b) posting personal information relating to any individual other than yourself;

(c) posting material in contravention of any contractual obligation or fiduciary duty;

(d) posting material that infringes any proprietary right of any third party including, without limitation, any intellectual property right;

(e) creating links to the Website (including, without limitation, any Content) from commercial websites;

(f) displaying any Schluter trademark in terms of any permitted links to the Website and/or Content;

(g) framing of the Website or of any Content in any form and by any method;

(h) accessing areas of the Website, or features and services of the Website, that you are not authorized to access;

(i) engaging in activities violating federal, provincial, municipal, or international law, or advocating illegal activity;

(j) using the Website to facilitate unsolicited communications or solicitation schemes not expressly permitted by Schluter;

(k) compromising the security of the Website or the facilities and/or resources used to operate the Website;

(l) gaining unauthorized access to the Website or any private network that may be accessible through the Website, or to any Website account other than your own User Account;

(m) taking any actions that may impose, as determined by Schluter, an unreasonable or disproportionately large load on Schluter's facilities, systems or network, or telecommunications infrastructure;

(n) interfering with the proper functioning of the Website or any activities conducted on or throughout the Website;

(o) taking any measures or bypassing any automated exclusions or other measures Schluter has implemented to restrict access to the Website or certain Website portions, features or services;

(p) using or launching any automated system, including without limitation, "robots," "spiders" or any other similar technological devices which access the Website or any Website resource;

(q) using Schluter's website communication systems, including the "share" and "ask a question" features in regard to any proposed project or product, for any commercial solicitation purposes or for any other purpose than Schluter's intended purpose of such feature;

(r) disrupting network services or services of the Website;

(s) disrupting network services or the services of third party networks using the Website's internet access service or other services and/or features;

(t) accessing or collecting third party personal information;

(u) accessing or collecting Schluter's confidential information or that of Schluter dealers, distributors or other customers, with which Schluter has been entrusted;

(v) using the Website in such a way that an excessive burden is placed on the Website's resources and infrastructure;

(w) interfering with other users' use of the Website; and

(x) engaging in the harvesting or collecting of information about other users of the Website, including, but not limited to, e-mail addresses.

Violation of the foregoing obligations may result in immediate suspension or termination of your User Account without notice to you as well as criminal and civil penalties as well as the exercise by Schluter of any remedies or recourses available to it under applicable laws.

If you become aware of any inappropriate conduct or content on the Website, you should report it to Schluter by e-mail, including a complete description of the incident (with a copy, screenshot, or link to the content if possible), date and time, and any other relevant information, along with your name and telephone number (if you do not have a User Account).

13. Disclaimers

The Website, Content and Services are provided on an "as is", "as available" basis without warranties or conditions of any kind and access to and use of any of the foregoing is at your sole risk. Except in the province of Quebec with respect to quality of the products or fitness for a particular purpose of the products, Schluter and its affiliates specifically disclaim any implied warranties and conditions of any kind in regard to the Website, Content, Services, and products including, without limitation, those relating to merchantability, quality, fitness for a particular purpose, compliance with applicable laws, currency, accuracy, availability, reliability, uninterrupted use, error free use (or that errors will be corrected), safety, secure access, secure use, security, malware-free state, reliability, conformity with legal requirements, and non-infringement of third party rights, to the maximum extent permitted by law. Without limitation to the generality of the foregoing, but only in regard to non-residents of Quebec, Schluter makes no warranty in regard to the accuracy of any pricing, description or pictures of products shown on the Website, and the colour of products, as shown on the Website. Without limiting the generality of the foregoing, but only in regard to residents of Quebec, Schluter makes no warranty in regard to the accuracy of pictures of products shown on the Website, and the colour of products, as shown on the Website, these pictures and colours are provided to help you but shall not be construed as statements regarding a product.

Schluter is under no obligation to monitor or update the Content. The Content may be changed or removed by Schluter without notice to you. Schluter is not responsible for any content or information that you may find undesirable or objectionable. Accessing the Content from territories where it may be illegal to do so is strictly prohibited.

you acknowledge and understand that certain procedures, processes, practices, methods, methodologies, approaches, techniques and interventions forming part of the Content may result in property damage, personal injury and/or death (and are not a substitute for proper training or a substitute for consultation or use of duly qualified professionals) and that you are solely responsible for determining whether the foregoing are appropriate having regard to the circumstances at hand, and for ensuring that adequate safety and other precautions are in place in terms of the delivery, execution or realization of the foregoing. You acknowledge and understand that legal requirements in terms of renovation and construction projects vary from one jurisdiction to another and may change with the passing of time. You are solely responsible for ensuring that the information embedded in any Content is consistent with any requirements under applicable laws and regulations, is current and is up-to-date.

The information and opinions expressed in any forum on the Website (including those for product reviews) are those of their respective authors and are not made, confirmed or endorsed by Schluter (or its affiliated or related entities), its distributors and/or authorized dealers. Furthermore, neither Schluter nor its affiliated or related entities or its content providers are responsible or liable in any manner and to any extent to any person or entity whatsoever with respect to use or reliance on such Content.

Schluter is not required to assess or otherwise determine the validity or legitimacy of any complaints or demands that it may receive regarding any Content, including, without limitation, any User Comments or User Content, before Schluter takes any remedial action that it considers, in its sole discretion, to be appropriate.

Schluter and its affiliates assume no responsibility or liability for the deletion or failure to store or provide access, or to properly store or provide access, to any Content (including, without limitation, any User Comments and User Content).

Through your use of the Website and Services, you may have the opportunity to engage in commercial transactions with third parties. All such transactions are at your sole risk. Schluter is not a party to any such transactions and disclaims any and all liability regarding all such transactions.

You are solely responsible for implementing safeguards to protect your computer system and data and you are responsible for the entire cost of any service, repairs or corrections necessary as a result of the use of the Website, the Content or the Services. You assume the entire risk in downloading or otherwise accessing any Content or other materials obtained from Schluter, the Website or third parties as part of the Services. Although the Website uses encryption in regard to the handling of personal or sensitive information, there is no guarantee that such information and transactions on the Website or on the internet will be maintained confidential and secure. The use of the Website, Services, and/or the Content is at your sole risk.

You acknowledge and confirm that this section 13 constitutes an essential and material provision of the agreement between you and Schluter and that in the absence of the protection provided to Schluter pursuant to this provision, Schluter would not have provided you with any right or other benefit in regard to the Website, Content, Services and/or products.

Please note that consumer protection legislation in the province in which you reside may exclude or limit the application of the foregoing disclaimer and that in such circumstances this section 13 may not apply to you or may apply with certain modifications so that it complies with the laws that apply in the jurisdiction in which you reside.

14. Exclusion & Limitation of Liability

Schluter, its parent, its affiliates, distributors and authorized dealers and their respective directors, employees, contractors, service providers, agents, licensors or other representatives will not be liable for any indirect, incidental, consequential, or special damages you or any third party may suffer in relation to the Website, Content, Services, and/or products and the other subject matter of these Terms of Use (and any document incorporated by reference in these Terms of Use), including, without limitation, lost profits, loss of revenue, loss of business opportunity, loss of revenue, lost data, work stoppage, failure to realize expected savings, loss of reputation, depreciation of goodwill, loss of use, and lost data, even if Schluter, its parent, its affiliates, its distributors and authorized dealers, and their respective directors, employees, contractors, service providers, agents, licensors or other representatives have been advised of the possibility of such damages. Schluter's, its parent's, its affiliates', its distributors' and authorized dealers', and their respective directors', employees', contractors', service providers', agents', licensors', or other representatives' maximum liability in regard to direct damages relating to the Website, Content, and/or Services will not exceed $10 in the aggregate.

The foregoing exclusions and limitations will apply notwithstanding any failure of essential purpose of any remedy and are fundamental elements of the bargain between Schluter and you.

You acknowledge and confirm that this section 14 constitutes an essential and material provision of the agreement between you and Schluter and that in the absence of the protection provided to Schluter pursuant to this provision, Schluter would not have provided you with any right or other benefit in regards to the Website, Content, Services, and/or products.

Please note that applicable laws in the province in which you reside may exclude or limit the application of the foregoing exclusion and limitation of liability and that in such circumstances, this section 14 may not apply to you or may apply with certain modifications so that it complies with the laws that apply in the jurisdiction in which you reside.

15. Indemnification

You agree to defend, indemnify, and hold Schluter, its parent, its affiliates, its distributors, and its authorized dealers, together with each of their respective directors, employees, agents, contractors, service providers, agents, licensors, and other representatives (collectively, " Indemnitees") harmless from and against any and all losses, actions, claims, damages, costs, and expenses (including, without limitation, legal fees, expert fees, and disbursements), arising from or related to: (i) your use or misuse of the Website (regardless as to whether or not such use is permitted under these Terms of Use), including, without limitation, any User Comments and/or User Content you submit or post on the Website; (ii) your use or misuse of any Content; (iii) your use or misuse of the Services; (iv) your use or misuse of any product; (v) any remanufacture, modification, or other change in the design or function of any product or product labeling; and/or (vi) your failure to update any information you have provided in terms of your User Account.

Schluter reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter subject to indemnification by you. In all events, you shall cooperate fully in the defense of any indemnified claim.

16. Termination

The Agreement and these Terms of Use are effective until terminated by Schluter, in its sole discretion, with or without cause. Schluter may terminate the Terms of Use without notice if you fail to comply with any of its terms. Any such termination by Schluter will be in addition to and without prejudice to such rights and remedies as may be available to Schluter, including injunctive relief and other equitable remedies.

You may terminate your User Account by providing written notice of such termination to Schluter. Termination of your User Account may take up to five (5) business days to undertake. Termination of your User Account will not limit or otherwise qualify the application of these Terms of Use to the extent you continue to access and use the Website, Services, and/or Content following termination of your User Account. Schluter may retain information related to your User Account, including, without limitation, personal information, in the event of potential litigation, to comply with its obligations under applicable laws or to the extent otherwise permitted under applicable laws.

Upon termination of the Agreement, all licenses granted to you under these Terms of Use will forthwith terminate and you must securely and permanently delete all previously licensed materials in your possession or under your control. The disclaimers, exclusion of liability, limitation of liability, ownership and copyright, effect of termination, interpretation, license you have granted to Schluter regarding your User Content, the representations and warranties you provide, and the indemnity provision of these Terms of Use will survive the termination of these Terms of Use.

17. Governing Law

Any claim relating to the Website will be governed by the laws of the Province of Quebec without regard to its conflict of law provisions.

Except in the province of Quebec, in the event of a dispute relating to the Website, Services, Content, or any Schluter product (including, without limitation, use of a Schluter product), you agree to submit to the non-exclusive jurisdiction of the courts located in the judicial district of Montreal, Quebec. You hereby waive any right you may have to: (i) a trial by jury; and (ii) except in the province of Quebec, the commencement of or participation in any class action against Schluter, its parent, its affiliates, its distributors and/or its authorized dealers, related to the Website, Services, the Content and/or the Schluter products or these Terms of Use and, where applicable, you also agree to opt out of any class proceedings against Schluter.

The foregoing provision may not be enforceable pursuant to the laws in the jurisdiction in which you reside and, in such cases, will be modified to comply with applicable laws.

18. Interpretation

The division of these Terms of Use into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms of Use. In these Terms of Use, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, unincorporated associations and any other entity.

19. Entire Agreement

The agreement formed by these Terms of Use, as these may be amended from time to time (and supplemented by any document incorporated by reference in these Terms of Use), and any and all other legal notices and policies on the Website, constitute the entire agreement between you and Schluter with respect to access to and use of the Website, Services, and Content, and the other subject matter of these Terms of Use (and any documents incorporated by reference in these Terms of Use).

20. Waiver

No waiver of any provision of these Terms of Use will be binding on Schluter unless executed by Schluter in writing. No waiver of any of the provisions of these Terms of Use will be deemed to be or will constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

21. Severability

Any provision of these Terms of Use (or portion of a provision) which is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable will be ineffective to the extent of such illegality, invalidity, or unenforceability and will otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions (and the remaining enforceable portion of such provision, as the case may be) of these Terms of Use.

22. Enurement

These Terms of Use shall enure to the benefit of Schluter's successors and assigns.

23. Confirmation - Review of Terms

You acknowledge having read these Terms of Use before accepting it, having the authority to accept these Terms of Use and having had the opportunity to save or print a copy of these Terms of Use.

You expressly agree to having the Terms of Use presented to you in English. A French version can be accessed here. Vous consentez à ce que ses modalités vous soient présentées en anglais. Une version française de ces modalités est disponible ici.

© 2015 Schulter Systems (Canada) Inc.