MCCAIN FOODS LIMITED

TERMS AND CONDITIONS OF WEB SITE USE

LAST UPDATE: June 17, 2010

1.                  Your Access to this Web Site

2.                  Limited License

3.                  Restrictions

4.                  Proprietary Rights

5.                  Linked Web Sites and Framing

6.                  Privacy Policy

7.                  User Communications and User Submissions (solicited and unsolicited)

8.                  Disclaimer

9.                  Limitation of McCain’s Liability

10.              Your Liability

11.              Choice of Law

12.              Termination of Your Use

13.              General

14.              Notices

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.  THESE TERMS AND CONDITIONS GOVERN YOUR USE OF AND ACCESS TO THIS MCCAIN FOODS LIMITED (“MCCAIN”) ONLINE SITE (THE “WEBSITE”) AND THE RECRUITMENT AND OTHER SERVICES PROVIDED THROUGH THIS WEBSITE (THE “SERVICES”) AND THE MESSAGES, INFORMATION, DATA, TEXT, SOFTWARE OR IMAGES, OR OTHER CONTENT FROM THIS WEBSITE (COLLECTIVELY THE “CONTENT”).  THESE TERMS OF USE EXEMPT MCCAIN AND OTHERS FROM LIABILITY AND/OR LIMITS THEIR LIABILITY AND CONTAINS OTHER IMPORTANT PROVISIONS THAT YOU MUST READ AND ACCEPT BEFORE USING THIS WEBSITE.  THIS WEBSITE IS PROVIDED BY MCCAIN SOLELY FOR THE LIMITED PURPOSES IDENTIFIED IN THESE TERMS AND CONDITIONS AND ITS USE BY YOU IS CONDITIONAL ON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF USE SET FORTH BELOW (THE “TERMS AND CONDITIONS”).

1.                  Your Access to this Website

By visiting or using this website, including, as applicable and without limitation, to use or access any of the services, you agree on your own behalf, and on behalf of any entity on whose behalf you may act, to accept and abide by these Terms and Conditions for each use of and each visit to this website.  If you do not agree to abide by these Terms and Conditions, do not use this website.

McCain has the right, in its sole discretion, to add to, remove, modify or otherwise change any part of these Terms and Conditions, in whole or in part, at any time. Changes will be effective when notice of such change is posted at this website.  It is your responsibility to check these Terms and Conditions regularly to determine whether any changes have been made; please check these Terms and Conditions frequently for updates by checking the date of the “Last Update” at the top of this document.  If any term, condition or any change to these Terms and Conditions is not acceptable to you, you must discontinue your use of this website immediately.  Your continued use of this website after any such changes are posted will constitute acceptance of those changes.  These Terms and Conditions apply exclusively to your use of this website and do not alter the terms or conditions of any other agreement you may have with McCain.

McCain may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of this website, including (i) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, this website (ii) adding, removing or changing any fees or charges for use of this website or any features of this website; (iii) removing, adding, modifying or otherwise changing any content or services on this website.  McCain reserves the right, in its sole discretion, to correct any errors or omissions in any portion of this website at any time without notice, but confirms that it has no duty to do so.  McCain and its service providers will also have the rights to terminate your use of this site that are set out below under the heading “Termination of Use”.

You agree to have these Terms and Conditions and any related information made available to you, and to otherwise have communications between you and McCain occur, electronically.

2.                  Limited License

You are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited license to display on your computer, print and download and use the content of this website only for informational purposes and for the purposes identified in the description and/or specific terms and conditions of use, if any, of each of the services made available through this website and solely for your own personal or internal company use. You may not modify any content that you use. You must include with any display or copy of the content its copyright notice (that is, the line at the bottom of this page).  No other use is permitted.

All rights not expressly granted by these Terms and Conditions are reserved to McCain.

3.                  Restrictions:

You may not:

(a)                resell any content;

(b)               include any content in or with any product that you create or distribute;

(c)                copy any content onto your own or any other website;

(d)               use this website or the services in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, this website or any services, system resources, accounts, servers, networks, affiliated or linked sites, connected to or accessible through this website (including without limitation uploading, posting or otherwise transmitting on this website computer viruses, Trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on this website’s infrastructure; or using any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this website or the content in whole or in part);

(e)                use this website or the services in a manner that infringes upon the legal rights of any other person (including privacy and personality rights, copyright, moral rights, and other intellectual property rights);

(f)                 use this website or the services in any data matching or data mining, including without limitation the collection or use of information about other users of the services (including their email addresses) without their consent;

(g)                use this website or the services in any manner that is unlawful (including by accessing this website or the services from any location where such access may be illegal or prohibited), unethical, indecent, offensive, defamatory, derogatory, fraudulent, deceptive, harmful, abusive, threatening, vulgar, profane, pornographic, obscene, sexually explicit, sexist, racist, hateful, offensive, harassing, invasive of the privacy rights of others (this includes the posting of any materials that depict, encourage, indicate, advocate or tend to incite any such conduct), or is otherwise objectionable or which does not respect the legal rights and interests of others;

(h)                post any materials to this website or the services which would violate any of the restrictions set out in these Terms and Conditions;

(i)                  use this website for commercial purposes or activities, including, without limitation:

(i)                  selling or offering to sell any goods or services;

(ii)                soliciting for advertisers or sponsors;

(iii)               conducting contests, gaming or gambling or offering prizes, awards or any other incentives to any person;

(iv)              displaying advertising or sponsorship banners, including those generated by banner or link exchange services;

(v)                soliciting for donations; or

(vi)              use of unauthorized or unsolicited junk mail, spam, chain letters, pyramid schemes or any other form of solicitation; or

(j)                 use this website or services in any manner that may:

(i)                  harm, threaten, harass, abuse or intimidate any other person in any way or involve materials that depict, promote, encourage, indicate, advocate or tend to incite the commission of a crime or other unlawful activities, violence, hatred, cruelty or discrimination against any individuals or groups, for any reason, or any act of cruelty to animals;

(ii)                dilute or depreciate the name and reputation of McCain, its Marks (as defined below) or its affiliates or associates;

(iii)               interfere with any other persons’ use and enjoyment of this website, the services or of the Internet generally;

(iv)              result in the circumvention or breach of any user authentication, password, security or control measures regarding this website or the services or any other Internet resource or computer system;

(v)                conceal or misrepresent the author or origin of any messages or communication, or that impersonate any person, or that falsely state or otherwise misrepresent an affiliation with any other person, including without limitation any McCain representative; or

(vi)              disclose images of any person or private information about any person (such as names, telephone numbers, email addresses, postal addresses, social insurance or security number) without that person’s permission.

4.                  Proprietary Rights

This site and the content are protected by Canadian and worldwide copyright laws and treaty provisions. Any unauthorized copying, redistribution, reproduction or modification of this website or the content by any person may be a violation of trademark and/or copyright laws and could subject such person to legal action.  You agree to comply with all copyright laws worldwide in your use of this website and the services and to prevent any unauthorized copying of the content.

Certain names, graphics, logos, icons, designs, words, titles and phrases on this website constitute trademarks, trade names, trade dress and/or associated products and services of McCain or its affiliates (the “Marks”), and are protected in Canada, the United States  and internationally and their display on this website does not convey or create any licence or other rights in the Marks.  Any use of any of the Marks, in whole or in part, or of the trade-marks, trade-names, trade dress and/or associated products and services of any McCain supplier or other third party that are accessible via the website without prior written authorization of McCain or such third party is strictly prohibited.

Other trademarks, trade names, trade dress and associated products and services mentioned on this website may be the trademarks of their respective owners.  The display of these trademarks, trade names, trade dress and associated products and services on this website does not convey or create any licence or other rights in these trademarks or trade names.  Any unauthorized use of them is strictly prohibited.

5.                  Linked Websites and Framing

Certain links on this website may take you to other websites. McCain provides these links only as a convenience.  McCain is not responsible for the content of any such linked pages. McCain makes no representation or warranty regarding, and does not endorse, any linked websites, the information appearing thereon or any of the products or services described.  If you use these sites, you will leave this website.  If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements.

McCain welcomes links to this website.  However, you agree that if you link to this website your website shall not:

           create frames around any part of this website or use other techniques that alter the visual presentation of this website;

           imply that McCain is endorsing you or any other person, or your or such other person’s products or services;

           imply an affiliation between you or any other person, or your or such other person’s products or services, and McCain without the prior written consent of McCain;

           misrepresent the relationship of you or any other person with McCain or present false, misleading or otherwise damaging information or impressions about McCain or any of its products or services; or

           contain materials that may be interpreted as distasteful, harmful, offensive, or inaccurate.

6.                  Privacy Policy

Any of your personal information which McCain collects via this website or the services is subject to the McCain Privacy Statement, which is incorporated by reference into these Terms and Conditions and can be viewed at Privacy Policy.

7.                  User Communications and User Submissions (solicited and unsolicited)

All information that you provide through this website or in connection with any services, must be true, accurate, current and complete, and where applicable, must be updated by you promptly upon the occurrence of any change in such information.

McCain and its service providers will rely on the information you provide. You will be responsible for any and all loss, damage, or additional costs that you, McCain or its service providers or others may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration or other information that you submit via the website.

Subject to any applicable law and the requirements of the McCain Privacy Statement, any communications sent by or to you via this website or McCain, whether solicited by McCain or otherwise, are on a non-confidential basis (other than personal information which is covered under the McCain Privacy Statement), and McCain shall be free to use and disclose the content of any such communication, including without limitation any ideas, inventions, concepts or know-how disclosed therein, for any purpose including without limitation developing, manufacturing and/or marketing goods and services. You agree to not assert any ownership right of any kind in such communications (including without limitation copyright, trade-mark, patent, unfair competition, moral rights, or implied contract) and you hereby waive such moral rights in favour of McCain as well as the right to receive any financial or other consideration in connection with such communication.

If you send any unsolicited ideas, suggestions or other materials (“Submissions”) to McCain or the website, you automatically grant to McCain and its successors and assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or anyone else, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of McCain or its successors or assigns, and you agree, represent and warrant that you shall waive all moral rights (including the right to be associated with the Submission) in the Submissions upon their submission to McCain or this website.

Where any part of the website involves user posted materials, including without limitation a discussion forum, chat room or message board, McCain is not obliged to monitor, screen, police or edit the use of the website or the services, including postings of materials to this website, although McCain reserves the right to do so in its sole discretion.  McCain will take whatever response it considers appropriate, in its sole discretion, if McCain becomes aware of any inappropriate uses of the website or services, including without limitation uses that constitute copyright infringement.

8.                  Disclaimer

MCCAIN MAKES REASONABLE EFFORTS TO ENSURE THAT THE CONTENT IS ACCURATE AT THE TIME IT IS POSTED ON THIS WEBSITE, HOWEVER MCCAIN MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THIS WEBSITE (IN THIS SECTION, THE “WEBSITE” SHALL INCLUDE THE CONTENT AND THE SERVICES) AND YOU ACKNOWLEDGE AND AGREE THAT THIS WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS; AND THAT ANY USE OF OR RELIANCE ON THIS WEBSITE SHALL BE AT YOUR SOLE RISK.

TO THE FULLEST EXTENT PERMITTED BY LAW, MCCAIN AND ITS AFFILIATES, AGENTS, SERVICE PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS OR REPRESENTATIVES (“MCCAIN REPRESENTATIVES”), DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION:  (I) ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY IMPLIED REPRESENTATIONS OR WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (II) THAT THIS WEBSITE WILL MEET YOUR REQUIREMENTS OR WILL BE COMPATIBLE WITH YOUR COMPUTER OR RELATED EQUIPMENT, PHOTOGRAPH EQUIPMENT OR SOFTWARE; (III) THAT THE WEBSITE IS ACCURATE, RELIABLE, AUTHENTIC, CURRENT, OR COMPLETE; OR (IV) THAT THIS WEBSITE WILL CONTINUE TO OPERATE, OPERATE WITHOUT INTERRUPTIONS OR BE ERROR FREE.

IN ADDITION, MCCAIN MAKES NO REPRESENTATION OR WARRANTY THAT THE WEBSITE IS APPROPRIATE OR AVAILABLE FOR USE AT ANY LOCATION.  ACCESSING THE WEBSITE FROM LOCATIONS WHERE ITS CONTENTS ARE ILLEGAL IS PROHIBITED. THOSE WHO CHOOSE TO ACCESS THIS WEBSITE FROM LOCATIONS OTHER THAN CANADA DO SO ON THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS.

YOUR USE OF THIS WEBSITE INCLUDING ANY CONTENT, MATERIALS, DATA OR INFORMATION POSTED, SUBMITTED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THIS WEBSITE, IS AT YOUR OWN RISK. YOU ARE SOLELY LIABLE AND RESPONSIBLE FOR ANY AND ALL CLAIMS AND DEMANDS MADE BY ANY OTHER PERSON ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO YOUR USE OF THIS WEBSITE, YOUR BREACH OF THESE TERMS AND CONDITIONS, YOUR VIOLATION OR INFRINGEMENT OF THE RIGHTS OF OTHERS, OR YOUR VIOLATION OF ANY APPLICABLE CIVIL OR CRIMINAL LAW. MCCAIN REPRESENTATIVES DISCLAIM ANY AND ALL RESPONSIBILITY AND LIABILITY REGARDING ALL SUCH MATTERS.

THROUGH YOUR USE OF THIS WEBSITE AND/OR THE SERVICES, YOU MAY HAVE THE OPPORTUNITY TO ENGAGE IN COMMERCIAL TRANSACTIONS WITH THIRD PARTIES. ALL SUCH TRANSACTIONS ARE AT YOUR OWN RISK. MCCAIN REPRESENTATIVES ARE NOT PARTIES TO ANY SUCH TRANSACTIONS AND DISCLAIM ANY AND ALL LIABILITY REGARDING ALL SUCH TRANSACTIONS.

9.                  Limitation of McCain’s Liability

YOU AGREE THAT IN NO EVENT WILL MCCAIN OR ANY MCCAIN REPRESENTATIVES HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION WITH THIS WEBSITE TO YOU OR ANY OTHER PERSON OR ENTITY, FOR ANY LOSS OR DAMAGES WHATSOEVER, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS OR REPUTATION, LOSS OF INFORMATION OR PROGRAMS OR DATA, LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF SALARY OR OTHER COMPENSATION FROM EMPLOYMENT), ARISING FROM OR IN CONNECTION WITH THE USE OF OR ACCESS TO, OR ANY INCONVENIENCE, DELAY OR LOSS OF USE OF OR ACCESS TO, THIS WEBSITE, THE SERVICES, THE CONTENT, ANY CONTENT OF ANY LINKED SITE, OR FAILURE OF SUCH SITES, (INCLUDING WITHOUT LIMITATION ANY DAMAGES SUFFERED AS A RESULT OF OMISSIONS OR INACCURACIES IN SUCH SITES OR CONTENT, OR THE TRANSMISSION OF CONFIDENTIAL OR SENSITIVE INFORMATION TO OR FROM SUCH SITES) EVEN IF MCCAIN OR ANY MCCAIN REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF SUCH DAMAGE OR LOSS WAS FORESEEABLE.

10.              Your Liability

In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of this website and the services, and that you will comply with all laws that apply or may apply to your use of or activities on this website and the services or in respect of the content.  McCain may investigate occurrences which may involve violations of such laws, and may involve, and co-operate with, law enforcement authorities in prosecuting users who are involved in such violations.  McCain reserves the right at all times to disclose any information (including your personal information) regarding your usage of this website or the services (including any perceived violations of applicable law) as necessary to satisfy any request authorized by applicable law.

11.              Choice of Law

This website is controlled by McCain from its offices within the Province of New Brunswick, Canada, and the website is hosted on servers located in the United States.  By accessing this website, you agree that all matters relating to the access to, or use of, this website shall be governed by the laws of the Province of New Brunswick and the federal laws of Canada applicable therein, without reference to its conflict of laws principles, and that you will comply with all such applicable laws.

Any dispute between McCain and you or any other person arising from, in connection with or relating to this Web Site, the content or the services, these Terms and Conditions, any transaction through the Web Site or any related matters must be resolved before the Courts of the Province of New Brunswick, Canada sitting in the City of Fredericton, and you hereby irrevocably submit and attorn to the exclusive jurisdiction of those Courts in respect of any such dispute.

12.              Termination of Your Use

If you breach any provision of these terms and conditions, then you may no longer use this website or the applicable contents or services that are made available through this website.  McCain, in its discretion, shall determine whether these Terms and Conditions have been violated.

McCain or its service providers may at any time and for any reason, with or without cause, and in their sole discretion, immediately:  (i) suspend or terminate (in whole or in part) your authorization to use this website and/or the services; (ii) suspend or terminate and permanently delete and destroy any user ID, password, URL, IP address or domain name, or materials that you or others may have posted or submitted to this website and/or the services; (iii) remove from this website and/or the services and permanently delete and destroy any materials that you or others may have posted or submitted; (iv) restrict access to the materials posted or submitted to this website and/or the services; and (v) bar you from any future use of this website and/or the services; all without any prior notice or any liability to you or any other person. 

13.              General

These Terms and Conditions, along with each applicable transaction agreement in respect of transactions entered into on or through the website, constitute the entire agreement between McCain and you with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between McCain or its affiliates and you with respect to this subject matter. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions or portion thereof to be unlawful, void, or for any reason unenforceable, then that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms and Conditions, and the remainder of these Terms and Conditions shall continue in full force and effect. McCain failure to insist upon or enforce strict performance of any provision of these Terms and Conditions or any right shall not be construed as a waiver of any such provision or right.  You and McCain are independent contractors, and no agency, partnership, joint venture, employment or franchise relationship is intended or created by these terms and conditions or your use of this website or any services or content.

The provisions of these terms and conditions will enure to the benefit of and be binding upon McCain and its service providers and their respective successors and assigns, and you and your heirs, executors, administrators, successors and personal representatives.  You may not assign these terms and conditions or your rights and obligations under these terms and conditions without the express written consent of McCain, which may be withheld in McCain sole discretion. McCain and its service providers may assign these terms and conditions and their respective rights and obligations under these terms and conditions without your consent.

14.              Notices

Notices or communications to McCain in connection with these Terms and Conditions must be in writing and must be sent to McCain by courier or regular pre-paid post to McCain’s address below.

Notices to you from McCain may be sent by either email to the email address supplied by you to McCain or by courier or regular pre-paid post to the postal address supplied by you to McCain.  Notices will be deemed to be received upon the earlier of: (a) two business days after deposit with a nationally recognized overnight courier; (b) ten business days after deposit in the U.S. or Canadian postal mail, provided that if there is a slow-down or other labour dispute which affects the delivery of a notice by mail then it will be deemed to be received by the receiving party at the actual time of delivery; or (c) in the case of e-mail notices to you, on the next business day after the e-mail was sent.

If you have any questions regarding these terms and conditions, please contact us at

 

8800 Main Street

Florenceville-Bristol, NB E7L 1B2

Canada

Attention:          Privacy Officer

Phone: (506) 392-5541