Terms of Use (CAN) - Panattoni Development Company, Inc.

PANATTONI CANADIAN TERMS OF USE

Effective: August 23, 2024

These Panattoni Canadian Terms of Use (the “Terms”) form an agreement between Panattoni Development Company. Inc. and its affiliates (“Panattoni”, “us”, “we”, “our”) and you. The term “you” refers to the person or entity in Canada browsing, accessing or otherwise accessing the website located at www.panattoni.com and its mobile version (the “Site”).

The following Terms govern access to and use of the Site and any media, data, text, information and materials or content (collectively, the “Content”) contained on or provided through the Site (collectively, the “Services”).

BY USING THE SERVICES, YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (II) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE SERVICES IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS, AS UPDATED FROM TIME TO TIME. IF YOU ARE USING THE SERVICES ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS.

Ownership of the Services and Its Content
The Services, including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein (“Intellectual Property”), are owned or controlled by Panattoni, our licensors, and certain other third parties. All rights, titles, and interests in and to the Intellectual Property available via the Services are the property of Panattoni, our licensors or certain other third parties, and is protected by applicable copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Panattoni owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Services. These Terms do not grant you a license to use any trademark of ours or of our partners. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Services. All rights not expressly granted to you in these Terms are reserved.
License to the Services
Subject to these Terms, we grant you a limited non-exclusive, non-transferable, non-sublicensable and revocable license to use the Services.
Access to the Services
We retain the right, at our sole discretion, to deny you access to the Services, at any time and for any reason, including for violation of these Terms. You will cease and desist from any such access or use immediately upon request by us.
No Unlawful or Prohibited Use
Without limiting the generality of the foregoing, you will not (and will not attempt to):
1. send, upload, collect, transmit, store, use, post, publish, or otherwise communicate via the Services or to us any data, information, pictures, videos, music or other materials or content that:
  1. contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
  2. you do not have the lawful right to send, upload, collect, transmit, store, use, publish, or otherwise communicate;
  3. is false, intentionally misleading, or impersonates any other person;
  4. is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;
  5. violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or
  6. encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability;
2. harvest or otherwise collect or store any information (including personally identifiable information) about other users of the Services, including email addresses, without the express consent of such users;
3. access the Services or any of our proprietary information except through means authorized herein;
4. copy, reproduce, distribute, or in any manner duplicate the Services, in whole or in part;
5. sell, lease, license, sublicense, distribute, assign, transfer or otherwise grant any rights in the Services, in whole or in part;
6. modify, port, translate, or create derivative works of the Services;
7. decompile, disassemble, reverse engineer or otherwise attempt to derive, reconstruct, identify or discover any source code, underlying ideas, or algorithms, of the Services by any means;
8. remove any proprietary notices, labels or marks from the Services;
9. use the Services for purposes of comparison with or benchmarking against services made available by third parties;
10. knowingly take any action that would cause the Services to be placed in the public domain;
11. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Services (e.g., a denial of service attack);
12. attempt to gain unauthorized access to the Services, other computer systems or networks connected to the Services, through password mining or any other means;
13. use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code;
14. use, download or otherwise copy, or provide to any person or entity any Services users directory or other user or usage information or any portion thereof other than in the context of your use of the Services;
15. use the Services for the purpose of building a similar or competitive product or service; or
16. use the Services other than as permitted by these Terms.
Privacy
Our collection, use and disclosure of the personal information through the Site is governed by our privacy policy, which can be reached by clicking on the “Privacy Policy” link located in the footer section of the Site (the “Privacy Policy”). The Privacy Policy is hereby incorporated into and forms a part of these Terms and is available at: https://panattoni.mngpr.com/privacy-policy-can/
Viruses
You use the Services entirely at your own risk. We do not guarantee or warrant that the Services are compatible with your computer system or that the Services, or any links from the Services, will be free of viruses, worms, trojan horses, malware or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing reasonable safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Services.
Communications Not Confidential
We do not guarantee the confidentiality of any communications made by you through the Services or via the Internet. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Services.

If you provide us any ideas, thoughts, criticisms, suggested improvements, or other feedback related to the Services, You agree Panattoni may use such feedback for any purpose, including improving the Services. You will not be due any compensation for this feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made, create derivative works of and otherwise exploit the feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the feedback through the Site or through any other method of communication with us.
No Warranty for Security of Device
We do not warrant that a third party cannot access your information should a third party come into possession of your device. We suggest that you use all security features of your device, including any password or locking function, to protect your device and the confidentiality of your information.
Third Party Materials, API and Links
The Services may display or make available content, data, information, services or materials from third parties (collectively, “Third Party Materials”) or provide links to certain third party web sites (“Third Party Links”). The Third Party Materials and Third Party Links may be governed by their own end user license agreements, terms of use, data governance statements or privacy policies (collectively, the “Third Party Agreements”). You are responsible for reviewing the respective Third Party Agreements and complying with the respective Third Party Agreements.

We are not responsible for examining or evaluating the content, accuracy, validity, legality or any other aspect of such Third Party Materials or Third Party Links. We do not warrant, guarantee or endorse any Third Party Materials or Third Party Links and we are not liable to you or to any other party for any Third Party Materials or Third Party Links or for your misuse or use of Third Party Materials or Third Party Links. Third Party Materials and Third Party Links contain proprietary content and information that are protected by applicable intellectual property and other laws, including but not limited to copyright. You may not use such proprietary content, information or materials in any way except as authorized by the provider of the Third Party Materials or Third Party Links. You may not use any Third Party Materials or Third Party Links in a manner that would be, or could be reasonably construed as, a breach of these Terms. We may change, suspend, remove, modify access to or disable access to any Third Party Materials and Third Party Links at any time without notice to you.
Copyright Policy
We respect the intellectual property rights of others. It is our policy to respond to any claim that the Services infringe the copyright or other intellectual property rights (“Infringement”) of any person.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Services, you must submit your notice in and include in your notice a detailed description of the alleged Infringement.

You may be held accountable for damages (including costs and legal fees) for misrepresenting that any Content is infringing your copyright or the copyright of others.
Availability, Errors and Inaccuracies
We cannot and do not guarantee the accuracy or completeness of any information. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice to you.

You understand that the information available on our Services may be inaccurate, or be unavailable, and we may experience delays in updating information on the Services.

You agree to hold Panattoni, its officers, directors, employees, contractors, licensors, licensees, suppliers and agents harmless from any and all losses incurred by you, howsoever, whether foreseeable, reasonably or otherwise, from your use of the Services and whether in tort, or contract, and with or without negligence on the part of the aforementioned releasees, including all form of claims, losses, damages, obligations, costs, actions or demands.
Warranties and Disclaimers
EXCEPT AS EXPRESSLY STATED ABOVE, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THESE TERMS OR THE SERVICES. WE FURTHER DISCLAIM ALL LIABILITY OF ANY KIND THAT MAY RESULT FROM OUR LICENSORS AND SUPPLIERS.

TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES EXCEED $100 CDN. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
Indemnification
You will defend, indemnify and hold harmless Panattoni and all of our officers, directors, employees, contractors and agents from and against any and all claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:
1. your breach of any of the provisions of these Terms or any documents referenced herein;
2. your violation of any law or the rights of a third party (including, without limitation, privacy or intellectual property rights); or
3. your use of the Services in a manner that it was not designed for or intended to be used, as described in these Terms.
Changes, Termination and Survival
1. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) without notice to you. Any changes to these Terms will be posted on the Site and will become effective as of the revision date stated in the revised terms. By continuing to use the Services, you agree to the revised terms. If you object to any such changes, your sole recourse shall be to cease using the Services.
2. These Terms are effective until terminated by you or Panattoni. You may terminate these Terms by ceasing to use the Services. These Terms will terminate automatically and without notice from Panattoni if you fail to comply with any provision of these Terms. Upon termination of these Terms, you shall cease all use of the Services. You agree that Panattoni may elect to cease any support of the Services and/or provision of the Services at any time at the sole discretion of Panattoni. In addition to any other termination right, Panattoni may terminate these Terms upon five (5) days’ notice to you.
3. The following sections, together with any other provision of these Terms which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms, shall survive expiration or termination of these Terms for any reason: Sections 1 (Ownership of the Services and Its Content), 5 (Privacy), 6 (Viruses), 7 (Communications Not Confidential), 12 (Warranties and Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15(c) (Changes, Termination and Survival), and 16 (General Provisions).
General Provisions
1. Force Majeure. Except for the obligation to pay money, either Party will be excused for any failure or delay in its performance under these Terms due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labour shortage or dispute, governmental act or failure of the Internet (each incident a “Force Majeure Event”), provided that the delayed Party gives the other Party prompt notice of such cause if practicable, and for as long as such Force Majeure Event continues, such Party continues to use commercially reasonable efforts to recommence to the extent possible.
2. Choice of Law. These Terms are governed by the laws of the province of Ontario and the federal laws of Canada applicable therein, without giving effect to any conflict of laws principles. If a dispute arises between you and us, you agree that you will notify us regarding any dispute that you have with us related to these Terms by contacting us. Any controversy, claim, or dispute arising out of or related to these Terms (or the interpretation, performance, or breach of them), the Privacy Policy, or the Site, including but not limited to alleged violations of provincial or federal statutory or common law rights or duties (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this paragraph. If the parties are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute. The arbitration shall be initiated and conducted by ADR Chambers under the ADR Chambers Arbitration Rules, as amended (the “Arbitration Rules”). The arbitration shall be conducted in Toronto, Ontario before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by these Terms. No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY. The arbitrator shall not have the power to award punitive damages against any party. Where arbitration is restricted by applicable law, you agree to submit to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada for the purpose of litigating all such other claims or disputes.
3. Assignment. We may assign our rights and obligations under these Terms, including in connection with a change in the control (e.g., an amalgamation, acquisition, a sale of our assets) or the financial status of Panattoni.
4. Electronic Communications. You are communicating with us electronically when you use the Services or send email to us. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
5. Notifications. We may provide notifications by posting the notifications on the Services itself or by sending the notifications to the email provided by you. We are not responsible for any automatic filtering you or your network provider may apply to email notifications.
6. Severable. If any of the provisions contained in these Terms are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms and all other provisions of these Terms will remain in full force and effect.
7. Waiver. If you breach any of these Terms and we should choose not to immediately act, or choose not to act at all, we will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. We and our subsidiaries do not waive any of our or their rights. We and our subsidiaries shall not be responsible for any purported breach of these Terms caused by circumstances beyond our or their control. A person who is not a Party to these Terms shall have no rights of enforcement.
8. Entire Agreement. These Terms, and the documents referenced in these Terms, constitute the entire agreement between Panattoni and you pertaining to the subject matter thereof, and supersedes in its entirety any and all written or oral agreements previously existing between us with respect to the Services. There are no understandings, inducements, commitments, conditions, representations or warranties of any kind, whether direct, indirect, collateral, express or implied, oral or written, other than as contained in these Terms.
9. English Language. It is the express wish of the parties that these Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.