1. TERMS OF USE AND ACCEPTANCE
1.1 Welcome to the Robert Rose website (the “Site”) which is owned and operated by Robert Rose Inc. (“RR”, “We”, “Us”, “Our”). The terms “RR”, “we”, “us” and “our” used on the Site and in these Terms of Use (“TOU”) include Robert Rose Inc. and its affiliates, subsidiaries, successors and assigns.

1.2 PLEASE READ THESE TOU CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS AND INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS.

1.3 RR provides the Site and the Service (as described below) to you (“You”, “Your”) subject to these TOU. By using the Site, You agree to be bound by these TOU, whether or not You are a Registered Member of the Site. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these TOU at any time without further notice to You. If We do this, We will post the changes to these TOU on the Site.

1.5 YOUR CONTINUED USE OF THE SITE AND THE SERVICE FOLLOWING OUR POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO THESE TOU OR ANY CHANGES TO THESE TOU, PLEASE DO NOT USE THE SITE.

2. DESCRIPTION OF SERVICE
2.1 RR provides users with access to information, recipes, suggestions, ideas, photos and related content (“Site Content”), as well as various communications tools, forums, message boards, personalized and branded content (the “Service”). You understand and agree that:

(a) in order to use some or all of the features of the Service and the Site, You will have to create a member account with RR and become a “Registered Member” of the RR community (the “RR Community”);

(b) the Service may include advertisements and that these advertisements are necessary for RR to provide the Service;

(c) the Service may include certain communications from RR, such as service announcements or administrative messages, and that these communications are considered part of Your membership in the RR Community, if You register with RR, and You will not be able to opt out of receiving them; and

(d) You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges).

3. YOUR REGISTRATION OBLIGATIONS
3.1 In consideration of Your use of the Service, You represent that You are of legal age to form a binding contract in Your jurisdiction of residence and are not a person barred from receiving the Service under the laws of the Canada, United States or any other applicable jurisdiction.

3.2 If You register to create an account with RR, You agree to:

(a) provide true, accurate, current and complete information about Yourself (the “Registration Data”) as prompted by the Service’s registration form; and

(b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

If You provide any information that is untrue, inaccurate, not current or incomplete, or RR has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, RR has the right to suspend or terminate Your account and refuse any and all current or future use of the Service (or any portion thereof).

4. PRIVACY POLICY

4.1 Registration Data and certain other information about You is subject to our Privacy Policy. For more information, see our full privacy policy. [Note to RR: Please insert a hyperlink to RR’s Privacy Policy.] You understand that through Your use of the Service (as set forth in the Privacy Policy), You consent to the collection and use of this information, including the possibility that this might involve the transfer of this information to the United States and/or other countries for storage, processing and use by RR and its business partners.

5. REGISTERED MEMBER ACCOUNT, PASSWORD AND SECURITY

5.1 You will receive a password and account ID designation upon completing the Service’s registration process. You are responsible for maintaining the confidentiality of the password and account ID and for all activities that occur under Your password or account ID. You agree to:

(a) immediately notify RR of any unauthorized use of Your password or account or any other breach of security; and

(b) ensure that You sign out from Your account at the end of each session.

5.2 RR is and will not be liable for any loss or damage arising from Your failure to comply with these requirements or any misuse of Your password and account ID resulting from Your failure to comply with these TOU.

5.3 You acknowledge, consent and agree that RR may access, store, use, preserve and disclose Your personal, account information, data and Submissions (as defined below), in accordance with our Privacy Policy and if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to:

(a) comply with any legal process;

(b) enforce these TOU;

(c) respond to claims that any Submission violates the rights of third parties;

(d) respond to Your requests for customer service; and/or

(e) protect the rights, property or personal safety of RR, its Registered Members and the public.

5.4 You understand that the technical processing and transmission of the Site and the Service, including Your Submissions, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

5.5 You understand that the Site and Service and software embodied within the Site and Service may include security components that permit digital materials to be protected, and that use of these materials is subject to policies set by RR and/or content providers who provide Site Content to the Site and Service. You may not attempt to override or circumvent any of the usage rules embedded into the Site and Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Site and Service, in whole or in part, is strictly prohibited.

6. REGISTERED MEMBER CONDUCT

6.1 You understand that all content, e-mails, postings, offers, software, videos, photos, text, graphics, music, sounds, questions, creative suggestions, messages, feedback, ideas, recipes, notes, drawings, articles, stories, data, graphics, tags, materials, opinions or other information (including, without limitation any postings on community forums) that You may provide, e-mail, post, upload or otherwise transmit to the Site and the Service (collectively, “Submissions”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Submissions originated. This means that You, and not RR, are entirely responsible for all Submissions that You upload, post, email, transmit or otherwise make available via the Site and the Service. RR does not control the Submissions posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Submissions. You understand that by using the Site and the Service, You may be exposed to Submissions that are offensive, indecent or objectionable.

6.2 You agree to not use the Site or the Service to:

(a) upload, post, email, transmit or otherwise make available any Submissions that are unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) harm minors in any way;

(c) impersonate any person or entity, including, but not limited to, an RR official, forum leader, guide or host, Registered Member or falsely state or otherwise misrepresent Your affiliation with a person or entity;

(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Submissions transmitted through the Service;

(e) upload, post, email, transmit or otherwise make available any Submissions that You do not have a right to make available under any law or under contractual or fiduciary relationships (including, but not limited to inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure/confidentiality agreements);

(f) upload, post, email, transmit or otherwise make available any Submissions that infringes any patent, trademark, trade secret, copyright or other proprietary rights
(“Rights”) of any party;

(g) upload, post, email, transmit or otherwise make available any “spam,” “chain letters,” or “pyramid schemes”;

(h) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(i) interfere with or disrupt the Site or the Service or servers or networks connected to the Site or the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or the Service;

(j) intentionally or unintentionally violate any applicable local, provincial, state, national or international law, including, but not limited to, regulations promulgated by any securities regulator, any rules of any national or other securities exchange and any regulations having the force of law, privacy laws and
criminal laws;

(k) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any
organization(s) designated as a terrorist organization pursuant to any national laws;

(l) “stalk” or otherwise harass another Registered Member; and/or

(m) collect or store personal information or data about other Registered Members in connection with the prohibited conduct and activities set forth in paragraphs (a)
through (l) above.

6.3 You acknowledge that RR may pre-screen Submissions, but that RR and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Submissions that are available via the Site or the Service. Without limiting the foregoing, RR and its designees shall have the right to remove any Submissions that violate these TOU or are otherwise objectionable. You agree that You must evaluate, and bear all risks associated with, the use of any Submissions, including any reliance on the accuracy, completeness, or usefulness of such Submissions. You acknowledge and agree that RR is not responsible or liable for any Submissions. In this regard, You acknowledge that You are relying at Your own risk on any Submissions displayed on the Site, including without limitation information in all other parts of the Service, and You further acknowledge and agree that RR shall not be responsible nor liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use or of reliance on any such Submissions.

6.4 By posting, transmitting or making available Submissions through the Service, You acknowledge and agree that:

(a) RR is not under any obligation of confidentiality, express or implied, with respect to Your Submissions;

(b) RR may have something similar to Your Submissions already under consideration or in development;

(c) You are not entitled to any compensation or reimbursement of any kind from RR under any circumstances in respect of such Submissions; and

(d) You are solely responsible for Your interactions with other Registered Members.

6.5 By posting, transmitting or making available Submissions through the Service, You represent and warrant that:

(a) You own or otherwise have the right to post such Submission;

(b) Your Submission does not include telephone numbers, street addresses, photographs containing nudity or obscene, lewd, excessively violent, harassing,
sexually explicit or otherwise objectionable subject matter;

(c) Your Submissions do not contain confidential, proprietary or personal information or violate any third parties’ rights; and

(d) Your Submission does not violate these TOU.

6.6 UNDER NO CIRCUMSTANCES WILL RR BE LIABLE IN ANY WAY FOR ANY SUBMISSIONS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY SUBMISSIONS, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF ANY SUBMISSION OR YOUR USE OF ANY SUBMISSIONS POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SITE OR THE SERVICE.

7. INDEMNITY

7.1 You agree to indemnify, defend and hold RR and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable legal fees and disbursements, made by any third party, due to or arising out of:

(a) Submissions You submit, post, transmit (including uploading, downloading or otherwise access electronically) or otherwise make available through the Site
and/or the Service;

(b) Your use of the Site and the Service;

(c) Your violation of any rights of another Registered Member or any third party; and/or

(d) Your violation of these TOU.

8. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

8.1 Recognizing the global nature of the Internet, You agree to comply with all local laws and rules regarding online conduct and acceptable Submissions. Specifically, You agree to comply with all applicable laws regarding the transmission of data exported from Canada, the United States or the country in which You reside.

9. SUBMISSIONS POSTED, TRANSMITTED OR MADE AVAILABLE TO RR, THE SITE AND/OR THE SERVICE

9.1 By posting, transmitting or making available Submissions to RR, the Site and/or the Services:

(a) You grant to RR an irrevocable, perpetual, non-exclusive, transferable, fully paid, royalty free, worldwide license (without obligation and with the right to sublicense) to use, modify, copy, print, publish, reformat, translate, excerpt (in whole or in part), distribute, or incorporate into other works, publications, or recipe books such Submissions for the purposes of facilitating the display of such Submissions on the Site, or the marketing or promotion of the Site or the Service or RR, or the sale of recipe publications, in any format and in any media whatsoever, without recognition or attribution, (the “Permitted Purposes”); and

(b) You waive any and all moral rights and rights of a similar nature You may have in Your Submissions.

(c) Without limiting the foregoing, You acknowledge and agree that all or any portion of Your Submissions may be used, edited, reformatted, copied, saved, reproduced, published, translated, sublicensed, copied and distributed and/or incorporated by RR into other works in any form, media, or technology now known or hereafter developed for the full term of any copyright that may exist in such Submissions, WITHOUT COMPENSATION OF ANY KIND TO YOU IN CONNECTION WITH A PERMITTED PURPOSE.

(d) Subject to the rights granted by You to RR in these TOU, You retain full ownership of all Your Submissions and any intellectual property rights associated with Your Submissions.

10. NO RESALE OF SERVICE

10.1 You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Site or Service (including Your account ID), use of the Site or the Service, or access to the Site or the Service.

11. GENERAL PRACTICES REGARDING USE AND STORAGE

11.1 You acknowledge that RR may establish general policies concerning use of the Service including without limitation:

(a) the maximum number of days that uploaded Submissions will be retained by the Site and the Service;

(b) the maximum number of and types of Submissions that may be sent from or received by an account on the Site or the Service;

(c) the maximum size of any Submission that may be sent from or received by an account on the Site or the Service;

(d) the maximum disk space that will be allotted on RR’s servers on Your behalf; and

(e) the maximum number of times (and the maximum duration for which) You may access the Service in a given period of time.

11.2 You agree that RR has no responsibility or liability for the deletion or failure to store any messages and other communications or other Submissions maintained or transmitted by the Service. You acknowledge that RR reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that RR reserves the right to modify these general practices and limits from time to time.

12. MODIFICATIONS TO SERVICE

12.1 RR reserves the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the Site or the Service (or any part thereof) with or without notice. You agree that RR shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Site or the Service.

13. TERMINATION

13.1 You agree that RR may, in RR’s sole discretion and without prior notice or liability, immediately terminate Your RR account, any associated email address, and access to the Site and the Service.

13.2 Termination of Your RR account may include:

(a) removal of access to all offerings within the Service;

(b) deletion of Your account, password and all related information and all Submissions associated with or inside Your account (or any part thereof); and

(c) barring of further use of the Service.

13.3 RR shall not be liable to You or any third party for any termination of Your account or any associated email address, deletion of any Submission or access to the Site or the Service.

14. DEALINGS WITH ADVERTISERS / SPONSORS / THIRD PARTIES

14.1 Your correspondence or dealings with, or participation in promotions of, advertisers and sponsors and any third parties found on or through the Site or the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser, sponsor or third party. You agree that RR shall not be responsible nor liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of advertisers, sponsors or other third parties on the Site or the Service.

15. LINKS

15.1 The Site or the Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because RR has no control over such sites and resources, You acknowledge and agree that RR is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Submissions, advertising, products, services or other materials on or available from such sites or resources. In addition, RR has no control over these other sites, their privacy policies and/or their use of Your personal information that You may provide while on these third party sites.

15.2 You acknowledge and agree that RR shall not be responsible nor liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Submissions, goods or services available on or through any such site or resource, or their use of Your personal information.

16. RR’S PROPRIETARY RIGHTS

16.1 The Site and the Service and any necessary software used in connection with the Site and the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly permitted by applicable law or authorized by RR or advertisers, You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Site, Service or the Software, in whole or in part.

16.2 RR grants You a personal, non-transferable and non-exclusive right and license to use the object code of its Software for a single-user agent session provided that You do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to access the Site or the Service by any means other than through the interface that is provided by RR for use in accessing the Site or the Service.

17. DISCLAIMER OF WARRANTIES

17.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RR AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(b) RR assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any of Your Submissions or personalized settings, if any.

18. LIMITATION OF LIABILITY

18.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT RR AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF INCOME OR PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES, LOSS OF OR DAMAGE TO PROPERTY, AND CLAIMS OF THIRD PARTIES (EVEN IF RR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES); RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE OR THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE, THE SERVICE OR ANY HYPERLINKED WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR SUBMISSIONS; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, THE SERVICE OR ANY HYPERLINKED WEBSITE; OR (v) ANY OTHER MATTER RELATING TO THE SITE OR THE SERVICE.

19. EXCLUSIONS AND LIMITATIONS

19.1 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.

20. NOTICE

20.1 RR may from time to time provide You with notices, including those regarding changes to these TOU, including but not limited to email, regular mail, SMS, MMS, text message, postings on the Site or the Service, or other reasonable means now known or hereinafter developed.

21. TRADEMARK INFORMATION

21.1 The Robert Rose logo is a trademark of RR. Without RR’s prior permission, You agree not to display or use it in any manner.

22. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

22.1 RR respects the intellectual property of others, and We ask our Registered Members to do the same. RR may, in appropriate circumstances and at its discretion, disable, suspend and/or terminate the accounts of Registered Members who may be repeat infringers. If You believe that Your Submissions have been copied in a way that constitutes copyright infringement, or Your intellectual property rights have been otherwise violated, please provide RR the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b) a description of the copyrighted work or other intellectual property that You claim has been infringed;

(c) a description of where the material that You claim is infringing is located on the Site or the Service;

(d) Your address, telephone number, and e-mail address;

(e) a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(f) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or intellectual property
owner or authorized to act on the copyright or intellectual property owner’s behalf.

22.2 RR’s Agent for Notice of claims of copyright or other intellectual property infringement can be reached by email at: [email protected].

23. GENERAL INFORMATION

23.1 These TOU constitute the entire agreement between You and RR and governs Your use of the Site and the Service, superseding any prior agreements between You and RR with respect to the Site and the Service. You also may be subject to additional terms and conditions that may apply when You use or purchase certain other RR services, affiliate services, third-party content or third-party software in connection with the Site, Service or any hyperlinked website.

23.2 These TOU and the relationship between You and RR shall be governed by the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions. You and RR agree to submit to the personal and non-exclusive jurisdiction of the courts located within the Province of Ontario, Canada.

23.3 You agree that Your RR account is non-transferable and any rights to Your RR account or contents within Your account terminate upon Your death.

23.4 You 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 Site or the Service or these TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.

24. VIOLATIONS

24.1 Please report any violations of these TOU to RR at: [email protected].

“This website and its content are protected by Canadian copyright law. Except as otherwise provided for under Canadian copyright law, this website and its content may not be copied, published, distributed, downloaded or otherwise stored in a retrieval system, transmitted or converted, in any form or by any means, electronic or otherwise, without the prior written permission of the copyright owner, Robert Rose Inc.”