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Thurodale

Terms of Use

These Website Terms of Use (these “Terms”) govern access to and use of this website (the “Site”), which is operated by Thurodale Inc. (“Thurodale”, “we”, “our” or “us”).

 

The Site makes available profiles, articles, publications, insights, information, event materials, data and other content and materials (collectively, the “Content”).

 

By accessing, browsing or using the Site, you acknowledge that you have read, understood and agree to be bound by these Terms and by any other notices or policies referred to in these Terms, including our Privacy Notice and Cookie Notice. If you do not agree to these Terms, you must not access or use the Site.

 

1.  Changes to these Terms

 

Thurodale may amend or update these Terms from time to time, in its discretion, without prior notice. Any revised version will be posted on the Site and will be effective when posted, unless otherwise indicated.

 

You should review these Terms periodically. Your continued access to or use of the Site after any change to these Terms constitutes your acceptance of the revised Terms.

 

2.  Informational Purpose Only

 

The Site and the Content are provided solely for general informational purposes.


The Content is not intended to be a complete statement of any topic and may not reflect the most current legal, regulatory, business or market developments.


The Content may be updated, modified or removed at any time without notice.

 

Nothing on the Site is intended to be, or should be construed as, legal advice, tax advice, accounting advice, investment advice, fiduciary advice or any other regulated professional advice.

 

3.  No Legal Services; No Solicitor-Client or Other Professional Relationship

 

Thurodale provides governance, corporate services and consulting support. Thurodale is not a law firm and does not provide legal services through the Site or otherwise as part of its business.

 

Although Thurodale’s principal is a lawyer, Thurodale does not act as legal counsel for users of the Site or clients of Thurodale by virtue of the Site, the Content or communications made through the Site.


Your access to or use of the Site, your receipt of the Content, or your communication with Thurodale through the Site, by email or otherwise, does not create:

 

    • a solicitor-client relationship;
    • a lawyer-client relationship;
    • any other professional-client relationship;
    • a fiduciary relationship; or
    • any duty on the part of Thurodale to provide legal or other regulated professional advice.

 

If you require legal advice, you should consult qualified independent legal counsel.

 

4.  No Reliance

 

The Content should not be relied upon as accurate, complete, current, reliable or fit for any particular purpose without obtaining advice appropriate to your particular circumstances from qualified professionals.

 

No person should act, or refrain from acting, solely on the basis of the Content.

 

5.  No Confidentiality or Privilege in Website Communications

 

Communications made through the Site, by email or through any contact form or other feature of the Site may not be secure.

 

Thurodale does not guarantee the confidentiality of any communication sent through the Site or by ordinary email. Such communications will not be treated as confidential or privileged solely because they are sent to Thurodale.

 

No solicitor-client privilege, litigation privilege or other professional privilege attaches to any communication made through the Site or by ordinary email with Thurodale.


You should not send confidential, proprietary, sensitive or time-sensitive information through the Site or by ordinary email unless appropriate arrangements have first been made directly with Thurodale.

 

6.  Accuracy, Currency and Availability of Content


The Content is provided as of its original date of publication or posting and may become inaccurate or incomplete over time due to the passage of time, changes in law, regulation, policy or practice, or subsequent developments.

 

While Thurodale may update Content from time to time, Thurodale is under no obligation to do so.

 

Thurodale does not represent, warrant or guarantee that:

 

    • the Site or the Content is accurate, complete, current or reliable;
    • the Site will always be available or operate without interruption;
    • the Site or the Content will be error-free;
    • defects will be corrected; or
    • the Site or any server used to make the Site available is free of viruses, malware or other harmful components.

 

7.  Permitted Use

 

Subject to these Terms, Thurodale grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Site and the Content for lawful, personal or internal business informational purposes only.

 

You may:

 

    • view the Site and the Content using a web browser;
    • download, print or save reasonable portions of the Content for your own lawful internal reference; and
    • use the Site only in a manner consistent with these Terms and applicable law.

 

Any rights not expressly granted are reserved by Thurodale.

 

8.  Prohibited Conduct

 

You must not access or use the Site or the Content in any way that is unlawful, prohibited by these Terms or inconsistent with the intended informational purpose of the Site.


Without limiting the foregoing, you must not, and must not permit any other person to, directly or indirectly:

  

(a)  Unlawful or Improper Use

 

Use the Site or the Content for any unlawful, fraudulent, deceptive, harmful, abusive, defamatory, infringing or otherwise improper purpose.

 

(b)  Scraping and Data Extraction

 

Scrape, crawl, spider, harvest, index, collect, copy, store, reorganize, summarize or otherwise extract any Content, data, metadata or information from the Site, whether by automated means or manually, including through bots, scripts, AI agents or similar tools, without Thurodale’s prior written consent.

 

(c)  Copying, Distribution and Commercial Exploitation

 

Reproduce, publish, distribute, republish, communicate, display, broadcast, transmit, sell, license, sublicense or otherwise exploit any part of the Site or the Content for any commercial purpose without Thurodale’s prior written consent.

 

(d)  Modification and Derivative Works

 

Modify, adapt, translate, frame, mirror, aggregate, compile, create derivative works from, or otherwise combine the Site or the Content with any other material, platform, product or service.

 

(e)  Technical Interference

 

Interfere with, disrupt, damage, disable, overburden or impair the Site or the servers or networks used in connection with the Site.

 

(f)  Reverse Engineering

 

Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, architecture or underlying structure of the Site or any related software, except to the limited extent such restriction is prohibited by applicable law.

 

(g)  Circumvention


Circumvent or attempt to circumvent any technological protection measure, access control, security device or usage restriction implemented by or on behalf of Thurodale.

 

(h)  Misrepresentation

 

Impersonate any person, misrepresent your affiliation with any person or entity, or falsely suggest any association with Thurodale.

 

9.  Intellectual Property

 

The Site and the Content, including all text, data, publications, articles, designs, graphics, logos, trade-marks, photographs, audio, video, software, code, layout, look and feel, selection, arrangement and compilation, and all intellectual property rights therein, are owned by Thurodale or licensed to Thurodale and are protected by applicable intellectual property laws.

 

Nothing in these Terms transfers any ownership interest in the Site or the Content to you.

Except for the limited rights expressly granted in these Terms, no licence or right is granted to you by implication, estoppel or otherwise.

 

10.Trade-marks

 

“Thurodale” and any related names, logos, word marks, service marks, trade names, designs and other indicia displayed on the Site are trade-marks or proprietary identifiers of Thurodale or its licensors.

 

You may not use any of them without prior written consent.

 

11.Links to and from the Site

 

The Site may contain links to third-party websites, platforms or resources solely for convenience. Such links do not constitute endorsement, approval or recommendation by Thurodale.

 

Thurodale does not control and is not responsible for:

 

    • any third-party website or resource;
    • its content, accuracy, availability or practices; or
    • any loss or damage that may arise from your use of it.

 

If you choose to access any third-party site or resource, you do so entirely at your own risk.

You may not frame the Site or link to the Site in a manner that suggests endorsement, affiliation or association without Thurodale’s prior written consent. Thurodale reserves the right to require that any link to the Site be removed.

 

12.User Risk and Security

 

Your access to and use of the Site is at your sole risk.

 

You are responsible for implementing safeguards sufficient to protect your devices, systems, software and data, including appropriate security and anti-virus protections.


Thurodale is not responsible for any damage to your systems or loss of data arising from access to or use of the Site.

 

13.Disclaimer of Warranties

 

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL.

 

WITHOUT LIMITING THE FOREGOING, THURODALE DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE AND THE CONTENT, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, CURRENCY, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM ERRORS, VIRUSES OR INTERRUPTION.

 

14.Limitation of Liability

 

TO THE FULLEST EXTENT PERMITTED BY LAW, THURODALE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, REPRESENTATIVES, LICENSORS AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, COST OR LIABILITY ARISING OUT OF OR RELATING TO THE SITE, THE CONTENT OR THESE TERMS, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.

WITHOUT LIMITING THE FOREGOING, THURODALE SHALL NOT BE LIABLE FOR ANY:


    • INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES;
    • LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL OR REPUTATION;
    • LOSS OF DATA OR CORRUPTION OF DATA;
    • BUSINESS INTERRUPTION;
    • SYSTEM FAILURE OR SECURITY BREACH; OR
    • COST OF SUBSTITUTE SERVICES,

 

EVEN IF THURODALE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

 

IF, NOTWITHSTANDING THE FOREGOING, THURODALE IS FOUND LIABLE TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE, THE CONTENT OR THESE TERMS, THURODALE’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED CAD $100.

 

15.Indemnity

 

You agree to indemnify, defend and hold harmless Thurodale and its directors, officers, employees, consultants, contractors, representatives, licensors and service providers from and against any and all claims, liabilities, losses, damages, costs and expenses, including reasonable legal fees, arising out of or relating to:

 

    • your access to or use of the Site;
    • your breach of these Terms;
    • your violation of any law or the rights of any person; or
    • any information or material you submit through the Site.

 

16.Privacy, Cookies and Other Policies

 

Your use of the Site is also subject to any additional notices and policies posted on the Site from time to time, including our Privacy Notice, Cookie Notice and any legal or regulatory notices. Those notices and policies form part of these Terms to the extent applicable.

 

17.Suspension and Termination

 

Thurodale may, at any time and without notice, suspend, restrict or terminate your access to all or any part of the Site if, in Thurodale’s judgment, you have breached these Terms or your use of the Site is otherwise inappropriate, unlawful or harmful.

Any such suspension, restriction or termination is in addition to any other rights or remedies available to Thurodale.

 

18.Governing Law

 

These Terms, the Site, the Content, and any dispute, claim or matter arising out of or relating to them shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

 

19.Dispute Resolution; Ontario Courts

 

Any dispute, controversy or claim arising out of or relating to these Terms, the Site, the Content, or any legal relationship associated with them shall be submitted to and finally resolved by arbitration in Toronto, Ontario, in the English language, in accordance with the rules of the ADR Institute of Canada, Inc. then in force.

 

Notwithstanding the foregoing, Thurodale may apply to the courts of Ontario for interim, interlocutory, temporary or permanent injunctive relief, specific performance or other equitable relief where necessary to protect its intellectual property, confidential information, privacy interests, systems, security or other rights.

 

You attorn to the jurisdiction of the courts of Ontario for any such relief.

 

20.Entire Agreement

 

These Terms, together with any other documents expressly incorporated by reference, constitute the entire agreement between you and Thurodale with respect to your access to and use of the Site, and supersede all prior or contemporaneous communications, understandings and agreements relating to that subject matter.

 

21.Severability

 

If any provision of these Terms is determined by a court or tribunal of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be severed or limited to the minimum extent necessary, and the remainder of these Terms shall remain in full force and effect.

 

22.Waiver

 

No waiver by Thurodale of any breach of these Terms shall be effective unless made expressly and in writing. No waiver of any breach shall be deemed to be a waiver of any subsequent breach.

 

23.Assignment

 

You may not assign or transfer your rights or obligations under these Terms without Thurodale’s prior written consent. Thurodale may assign these Terms and its rights and obligations under them without restriction.

 

Questions regarding these Terms may be directed to: legal@thurodale.com