[Retail Portal] Terms of Service image

The following Terms of Use applies to the access and use of this Portal and the associated self-serve advertising services provided by The Cadillac Fairview Corporation Limited. These rules affect the legal rights of the user of the Portal and any Retailer that the user represents and impose obligations on the user and Retailer. Every time you access and use the Portal, you agree on your own behalf, and on behalf of the Retailer you represent, to be bound by the then-current version of the Terms of Use. If you do not agree with the Terms of Use, your sole recourse is to discontinue use of the Portal.

Please review our Privacy Policy for details regarding the collection, use, retention, disclosure, and management of personal information that is collected through the Portal. The Privacy Policy forms part of the Terms of Use.

Portal means the website operated by Cadillac Fairview and all of its subdomains where users (Retailers or any person on their behalf) log in to place an advertising order.

Portal Content means content provided by Cadillac Fairview on the Portal, including text, data, graphics, photographs, images, audio, video, trademarks, service marks, trade names and other information, visual or other digital material, and all other content or any description available on the Portal or available via a link from the Portal to a page created by Cadillac Fairview.

Ad Content means content uploaded to the Portal by the user, including text, graphics, photographs, images, screen shots, messages, conversations, trademarks, logos, names, slogans, articles, data, videos, and the compilation of the foregoing.

Ad Services means functionalities on the Portal that allow your Ad Content to be served on properties (e.g., websites, mobile applications, and displays) of Cadillac Fairview and enabled third parties.

Intellectual Property Rights means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

Retailer means the legal or natural person whose Ad Content is being submitted for publication.

The words “user,” “you” and “your” mean users of the Portal and the Retailer who the user of the Portal represents, and the words “we,” “our” and “us” mean The Cadillac Fairview Corporation Limited.

Use of the Portal requires registration and create a user profile (“Account”). By registering, you represent and warrant that you are of legal age of majority in your province of residence. During the registration process, you will be asked to enter your name and valid e-mail address and choose a strong password. You represent and warrant that you maintain the currency, completeness, and accuracy of your registration data.

We may collect, use, retain, disclose and otherwise process your personal information in accordance with the Cadillac Fairview Privacy Policy. By using the Portal, you agree to the provisions of the Cadillac Fairview Privacy Policy. If you do not agree with the Privacy Policy, you must discontinue use of the Portal.

You must select a strong and unique password, and maintain the confidentiality of your password and account. You further agree not to email, post, or otherwise disseminate any user ID, password, or other information which provides you access to the Portal. You must not re-use a password that you use for other websites or services. You are responsible for any and all activities that occur under your account. You agree to notify Cadillac Fairview immediately of any unauthorized use of your account. Cadillac Fairview is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. If you suspect your login credentials have been compromised, you must notify us immediately. Cadillac Fairview is not responsible for any delay in shutting down your account after you have reported a breach of security to us.

If you are a registered user of the Portal and provided that you comply with these Terms of Use, you can use our Ad Services on the Portal to submit Ad Content. Our Advertising Policies provide guidance on what types of ad content are allowed.

You are responsible for knowing and obeying all applicable laws relating to the Ad Services and your use of the Portal. By using it, you represent and warrant that your use complies with applicable laws.You will not use the Portal in any manner that:

(a) infringes or violates the rights of any other party (including but not limited to trademark, patent, copyright, publicity or other proprietary rights);

(b) is unlawful, fraudulent or deceptive, or harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable;

(c) constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

(d) is for the purpose of misleading others, causes the creation of a false identity of the sender or the origin of a message, forges headers or otherwise manipulates identifiers in order to disguise the origin of any material transmitted through the Portal;

(e) impersonates any person or entity, including, but not limited to, a Cadillac Fairview employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(f) causes the upload of any content that contains any form of destructive software;

(g) uses any robots, spiders, or similar data mining tool to access, acquire, copy, or monitor any portion of the Portal;

(h) copies, modifies, creates a derivative work of, reverse engineers, decompiles, or otherwise attempts to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to the Portal;

(i) attempts to gain unauthorized access to the Portal, other computer systems or networks connected to the Portal;

(j) takes any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers’) infrastructure;

(k) interferes with or disrupt networks or servers connected to the Portal; or

(l) facilitates or encourage any of the foregoing conduct.

Our Advertising Policies provide guidance on what types of ad content may be submitted. However, Cadillac Fairview may accept or decline submissions in its sole discretion. If your Ad Content submission is accepted, we will determine the size, placement, and positioning of your ads on our properties. We may also modify the Ad Content for the purpose of publishing the ad. See Content Ownership below for details.

Portal Content is the sole property of Cadillac Fairview and is protected by Canadian and international copyright, trade-mark, service marks, patents, trade secrets and other intellectual property rights and laws. You agree that you will not copy, attempt to reverse engineer, modify, translate or disassemble the Portal software in whole or in part, including any attempts to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Portal. You may not use or export or re-export the Portal except as permitted under the laws of Canada and the United States and the laws of the jurisdiction in which access to the Portal was obtained. You may not copy, reproduce, perform, distribute, display, modify, translate, merge with other data, frame in another website, post on another website or create derivative works of the Portal software or the Portal Content, in whole or in part, for the purpose of creating a competing product or service or for resale or distribution.

By uploading any Ad Content on or through the Portal, you hereby grant (on behalf of the owner of the Ad Content) to Cadillac Fairview, its affiliates, and their service providers, representatives and agents a non-exclusive, sub-licensable (solely for displaying the Ad Content), worldwide, fully-paid, perpetual and irrevocable, and royalty free license to copy, use, modify, publicly perform, publicly display, remove, delete, reproduce, and distribute such Ad Content in accordance with the insertion order instructions without the requirement to make payment to the owner or to any third party or the need to seek any further permission from the owner or any third party. This license includes the right to host, index, cache, distribute, and tag any Ad Content. In addition, you waive (on behalf of the creator of the Ad Content) all moral rights in and to all Ad Content that you display, publish, or otherwise post on or through the Portal in favour of Cadillac Fairview. Except for the limited licence granted in these Terms of Use, the owner and creator of the Ad Content continues to retain all of your ownership rights in your Ad Content.

Users of the Portal who are placing Ad Content on a Retailer’s behalf represent and warrant that they have the authority to and will bind the Retailer to these Terms of Use.

You represent and warrant that: (a) the Ad Content is accurate and complies with all applicable laws, regulations, and guidelines, as well as our Advertising Policies; (b) you have the right to submit the Ad Content and that you have the right to grant the license set forth in these Terms of Use; (c) the displaying, publishing or posting of the Ad Content you submit, and Cadillac Fairview’s use of the Ad Content does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Portal (or any part thereof) with or without notice even if you have created an Account. Upon termination of use, your Account and right to access and use the Portal will terminate immediately. You understand that any termination of your Account may involve deletion of your Ad Content associated therewith from our systems. We will not have any liability whatsoever to you for any termination of use, including for termination of your Account or deletion of your Ad Content. Our rights under these Terms of Use will survive any termination of your Account.

We may amend these Terms of Use at any time by posting revisions on the Portal with no additional notice to you. Please check back frequently to see the Terms of Use then in effect. Your continued access to and use of the Portal will constitute acceptance of the amended Terms of Use. If you do not agree with these Terms of Use, or any future amendments, your sole recourse is to cease use of the Portal.

WE DISCLAIM ANY REPRESENTATION, WARRANTY OR GUARANTEE REGARDING THE REACH OR PERFORMANCE OF YOUR AD CONTENT, INCLUDING, WITHOUT LIMITATION, THAT YOUR AD CONTENT WILL BE SEEN BY ANY PARTICULAR NUMBER OF PEOPLE OR THE NUMBER OF INTERACTIONS WITH YOUR AD CONTENT.

THE INFORMATION ON THIS PORTAL IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND. CADILLAC FAIRVIEW MAKES NO REPRESENTATION AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS (A) OF THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE PORTAL CONTENT; (B) OF NON-INFRINGEMENT, (C) OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, (D) THAT THE PORTAL OR THE PORTAL CONTENT WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS.

UNDER NO CIRCUMSTANCES WILL CADILLAC FAIRVIEW OR ITS LICENSORS BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF, OR INABILITY TO USE, THE PORTAL, OR ANY RELIANCE UPON OR PERFORMANCE OF ANY MATERIAL CONTAINED IN OR ACCESSED FROM THIS PORTAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CADILLAC FAIRVIEW DISCLAIMS ALL RESPONSIBILITY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LEGAL FEES AND EXPENSES) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE PORTAL OR YOUR AD CONTENT (EVEN IF WE PUBLISH IT), INCLUDING VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, INCORRECT INFORMATION, AND MISREPRESENTATION. IN ALL CIRCUMSTANCES, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THESE TERMS OF USE SHALL NOT EXCEED FIFTY CANADIAN DOLLARS ($50).

The Retailer must, at its expense, obtain and maintain in force throughout the period of advertisement display on Cadillac Fairview properties, and any extensions or renewals thereof, insurance in adequate amounts for all risks normally insured against by a Retailer placing advertisement on display, including without limitation comprehensive General Liability Insurance and Media Liability Insurance. The Retailer shall provide satisfactory evidence of required insurance within five (5) business days of Cadillac Fairview’s request.

These Terms of Use are governed by and will be interpreted in accordance with the laws of the Province of Ontario and of the laws of Canada applicable therein, without regard to any principles of conflicts of law. Any action to enforce these Terms of Use may be brought exclusively in the courts located in the City of Toronto, Province of Ontario.

These Terms of Use constitute the entire agreement between you and Cadillac Fairview with respect to your use of the Portal. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision will be stricken and the remaining provisions enforced. Notwithstanding any other provisions of these Terms of Use, any provision of these Terms of Use that imposes or contemplates continuing rights or obligations on you or us will survive the expiration or termination of these Terms of Use, including, without limitation, the indemnification and limitation of liability provisions.

CF Retail Portal Account holders are considered Licensees of CF Advertising systems The Licensee shall ensure that all advertising displayed on the Electronic Screen is complementary to the Shopping Centre and conducive to the shopping environment of the Shopping Centre. All advertising shall be of first class quality and in keeping with the standard of professionalism used by the Licensees of the Shopping Centre and national and regional advertisers in Canada. The following categories in respect of of advertising will not be accepted by the Licensee from proposed advertisers and/or advertising agencies without the prior written consent of the Licensor which consent may be unreasonably withheld or delayed: (i) public service advertising; (ii) political advertising; (iii) special interest advertising; (iv) advertising which is religious in nature; (v) advertising material of retailers or services/developers/bars/restaurants which are directly competitive with the Licensor's development/management business (but excluding for greater certainty, any advertising business or that of any party contracting with the Licensor in respect of same) and/or retailers, services, bars and/or restaurants operating within the Shopping Centre; (vi) advertising material which is prejudicial (with respect to race, creed, religion, gender, ethnic origin and/or sexual orientation), lewd, involves full or partial nudity or which would, on an objective basis, be offensive to or would violate community standards; and (vii) tobacco and marijuana advertising. The advertising shall not in any way be adverse to the interests of the Shopping Centre, the Licensor or any licensee or occupant of the Shopping Centre, in the sole opinion of the Licensor. For clarification, an advertisement would be adverse to the interests of the Shopping Centre, Licensor, licensees or occupants of the Shopping Centre if it in any way discredited them, their products and/or services. The Licensee shall not permit advertising that promotes or advertises by name any other shopping centre other than the Shopping Centre or advertises businesses that compete with or are not specific to each Shopping Centre. The Licensee shall remove within 24 hours after the Licensor’s request any advertising which the Licensor in its sole discretion requires be removed, acting reasonably. Without limiting the foregoing, the Licensor reserves the right to require the Licensee to remove any advertisements which (i) it deems unacceptable as being controversial or offensive, or (ii) breaches, or could breach, any exclusivity given by the Licensor (or owner of the Shopping Centres) as part of its national sponsorship/partnership program. The Licensee will remove any such advertising within 24 hours of receipt of Licensor’s written request or by email.