1. Introduction, Acceptance, Definitions, and Modifications

Welcome to I-D Foods website at https://www.idfoods.com (the “Website”) which includes all subdomains and subpages present and future. We hope you enjoy your visit and / or use of the Website.

By visiting and / or using the Website you agree to be bound by the terms of the present agreement, known as the Terms of Use (the “TOU”), without any reservations, modifications, additions or deletions. If you do not agree to all the provisions contained in the TOU, you are not authorized to use the Website. The TOU are a legal and binding agreement between you and us.

The Website is owned and operated by I-D Foods Corporation, a registered corporation located in Laval, Canada with an office at the address listed below. Where the present TOU refer to “I-D Foods” they may refer to I-D Foods Corporation and / or its affiliates, subsidiaries, parent companies, shareholders, officers, directors, employees, agents, partners, principals, representatives, successors and assigns (collectively “Representatives”), depending on the context. Any reference to “we”, “our”, or “us” in these TOU shall also refer to I-D Foods and / or its Representatives. In these TOU, a Website visitor or user may be referred to as “you” or “your”.

I-D Foods reserves the right, at any time and without prior notice, to modify or replace any of the TOU. Any changes to the TOU can be found at this URL. It is your responsibility to check the TOU periodically for changes. Your use of the Website following the posting of any changes to the TOU constitutes acceptance of those changes. If we make any substantial changes to the TOU that materially affect your legal relationship with I-D Foods, we will use commercially reasonable efforts to notify you by posting a prominent notice when you arrive at the Website for the first time following those changes. You can always identify the most recent version of the TOU by the date at the top of this page.

The TOU should be read in conjunction with the Privacy Policy, as both these documents govern your use of the Website.

2. Contacting Us

If you have any questions about the TOU, please contact:

I-D Foods Legal Services

legal@idfoods.com

or:

I-D Foods Legal Services

1800 Desserte S Autoroute 440

Laval, Québec

Canada

H7S 2E7

If you have any non-legal questions regarding the Website or I-D Foods generally, please contact us using the information on our Contact Page.

3. General Code of Conduct for Use of the Website

In addition to any other more specific rules found elsewhere in these TOU, you agree that by visiting and / or using the Website, you will:

• (i) Not use the Website in any manner that in any way violates these TOU or any other applicable policy posted on the Website by I-D Foods;

• (ii) Not use the Website in any manner that violates any intellectual property rights of I-D Foods or any third party;
• (iii) Not use the Website in any manner to propagate spam, including but not limited to unsolicited advertising or bulk electronic mail or messages, including to link to a spam or phishing website;
• (iv) Not use the Website in any manner to propagate software viruses, Trojan horses, worms, or any other malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment in any form whether belonging to I-D Foods or a third party, or to damage or obtain unauthorized access to any system, data, password or other information (whether personal information or not) of I-D Foods, other Website users, or any other third party;
• (v) Not: (1) take any action that imposes or may impose (as determined by I-D Foods in its sole discretion) an unreasonable or disproportionately large load on I-D Foods’ (or its third party providers’) infrastructures; (2) interfere or attempt to interfere with the proper functioning of the Website or any activities conducted on the Website; (3) bypass any measures I-D Foods may use to prevent or restrict access to the Website or any element thereof; (4) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website; or (5) harvest or scrape any content from the Website in an unreasonable manner;

• (vi) Not use the Website to in any way collect information (whether personal or not) of any third party or in violation of our Privacy Policy;

• (vii) Not interfere with any third party’s use or enjoyment of the Website;

• (viii) Not do anything or encourage conduct that would constitute a criminal offense or give rise to civil liability, or is any way unlawful, illegal, fraudulent or harmful to any third party;

• (ix) Not attempt to do any of the foregoing prohibitions;

• (x) Use the Website in good faith, and in compliance with all applicable local, provincial or state, national, and international laws.

4. Proprietary Rights

a. Intellectual Property Rights

You acknowledge that: (a) the Website contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) I-D Foods and/or third parties (via license) own all right, title and interest in and to the Website and content that may be presented or accessed through the Website, including, without limitation, all Intellectual Property Rights therein and thereto. All rights not specifically granted under these TOU are reserved to I-D Foods. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide, whether registered or not.

The content, arrangement and layout of the Website, including but not limited to the trademarks, photos, logos, videos, audio, images, text (in the form of plain text, HTML, or PDFs) and Computer Code are proprietary to I-D Foods, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled or otherwise used without the express permission of I-D Foods, or as permitted by the functionality of the Website or these TOU. Any unauthorized use of the content, arrangement or layout of the Website, Computer Code, images, logos, videos, audio or trademarks found in the Website or any derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and I-D Foods may take action accordingly.

The above paragraph further applies to third party property used as part of the Website, including but not limited to third party Computer Code. For the purposes of the present section, “Computer Code” includes but is not limited to source code in any programming language, object code, frameworks, CSS, PHP, JavaScript or similar files, templates, modules, or any similar files, and related documentation.

b. Submitted Information

If you choose to communicate to I-D Foods suggestions for improvements to the Website, or any idea or proposal related to I-D Foods or its businesses or properties (collectively, “Feedback”), I-D Foods shall own all right, title, and interest in and to the Feedback and will be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to I-D Foods and waive in favor of I-D Foods, its successors and assigns all your moral rights in the Feedback; and agree to provide I-D Foods such assistance as I-D Foods may require to document, perfect, and maintain I-D Foods’ rights to the Feedback. You acknowledge and agree that, by providing any Feedback to I-D Foods, you are not entitled to any compensation or reimbursement of any kind from I-D Foods under any circumstances.

5. External Links

From time to time I-D Foods may provide links to other websites or services, including linking to brands with whom I-D Foods has a business relationship. Links from the Website may take you to websites or services not covered by these TOU. When you access third party resources on the Internet in this manner, you do so at your own risk. I-D Foods provides those links as a convenience to you and I-D Foods takes no responsibility for your use of those other websites or services or protection of your privacy (including collection of your personal information) on those other websites or services. We encourage you to check the Terms of Use and / or Privacy Policy of any website or service you visit. I-D Foods does not make any claim or warranty whatsoever about the content of those websites or services to which we link, or any products or services available through those websites or the third parties operating those websites, even those brands with whom I-D Foods has a business relationship. [AM1]

In no way will I-D Foods be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary: (1) for your use of websites or other services that may be linked to from the Website or the information thereon; (2) for any virus, Trojan horse, worm or other similar destructive file received as a result of your use of those websites or services; (3) caused by or in connection with, use of or reliance on any content, or products or services (whether free or for purchase) available on or through any linked-to website or service; or (4) for the actions of the operators of any such website or service.

6. Interruption of Service

From time to time, the Website may be unavailable for periods of time for maintenance and / or modifications to the Website. While we will endeavour to make this unavailability as brief as possible, I-D Foods shall not be held liable for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of the normal functioning of the Website, and disclaims any responsibility thereto.

7. Termination of the Website or Your Access to the Website and the TOU

You agree that I-D Foods, in their sole discretion, with or without cause, has the right (but not the obligation) to block your IP address or otherwise terminate your access to or use of the Website (or any part thereof), immediately and without notice, for any reason, including, without limitation, if I-D Foods believes that you have acted inconsistently with the letter or spirit of the TOU or the Privacy Policy.

I-D Foods may also, in their sole discretion and at any time, discontinue providing the Website, or any part thereof, with or without notice. You agree that I-D Foods shall not be liable to you or any third party for any losses or damages, pecuniary or non-pecuniary, resulting from termination of your access to the Website, or from I-D Foods’ termination of the Website or any part thereof.

Termination of the Website or your access to the Website shall terminate the present TOU as between you and I-D Foods. All provisions of these TOU which by their nature should survive termination of these TOU shall survive termination, including without limitation, intellectual property provisions, disclaimers, indemnity and limitations of liability.

8. Disclaimer of Warranties

You expressly understand and agree that your use of the Website, the information thereon (whether provided by I-D Foods or third parties) or any activity arising from your use of the Website or the information thereon or the materials downloaded therefrom is at your sole risk. The Website, any materials downloaded therefrom, or any third party materials, are provided on an "as is" and "as available" basis, and you will be solely responsible for any damage to your computer system or loss of data that results from the download, stream or access of any material obtained through the use of the Website or any other functionalities of the Website, or losses or damages (financial or otherwise) resulting from your use of the Website, the information thereon, any materials downloaded therefrom, or any activity arising from the use of the Website, the information thereon or any materials downloaded therefrom.

The information or resources provided through the Website, written or produced by I-D Foods staff, freelance writers or other subcontractors hired by I-D Foods are expected to be as accurate as possible at the time of writing or production, and every effort has been made to ensure that the information from the Website is as accurate and up-to-date as possible. However, certain information may change, and errors or omissions may occur. I-D Foods shall not be responsible for any loss or damage, financial or otherwise, resulting from changes or errors in information, or any omission, on the Website or the information thereon, or your reliance on such information whether the information is correct or not.

I-D Foods expressly disclaims all warranties of any kind, whether express or implied, including but not limited to: warranties of title and non-infringement; warranties that the Website, the information thereon or any materials downloaded therefrom, and any third-party materials will be uninterrupted, error-free, accurate, reliable and free from virus and other harmful components; and the implied warranties of merchantability and fitness for a particular purpose. I-D Foods, its affiliates and their respective Representatives, do not warrant that: (i) the Website will be secure or available at any particular time or location; (ii) any defects or errors or omissions will be corrected; (iii) any content (whether provided by I-D Foods or third parties) available at or through the Website is free of viruses or other harmful components; or (iv) the results of using the Website or any content downloaded will meet your requirements.

To the extent that the law does not permit a disclaimer of warranties, all content accessible on the Website, or any other website to which we link, and all operations on this Website are warranted only to the minimum amount legally required.

9. Limitation of Liability

In no case will I-D Foods or its Representatives be liable for any indirect, special, consequential, exemplary, punitive damages or other damages, or for any losses, damages, liabilities, costs and expenses arising out of or relating to (i) your access, use, misuse or inability to access or use the Website or (ii) the interruption, suspension or termination of any part of or all the Website; and in both cases regardless of the cause of action (whether in contract, warranty, delict, quasi-delict, tort, negligence, strict liability or any other theory of liability) and even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary in the TOU, in no event will our aggregate liability for any claims in connection with your use of the Website and exceed Cdn$ 100.

You expressly understand and agree that I-D Foods or its Representatives shall not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, in contract, tort, strict liability, negligence, general civil liability or any other cause of action under legal or equitable theory, relating to the Website, the information on the Website, your use of the Website, activities arising from your use of the Website, any third party materials on the Website, or any materials downloaded from the Website. This limitation of liability applies, without limitation, to any damages or injury caused by any error, omission or other failure of performance by I-D Foods or its Representatives; any interruption, defect or delay in operation or transmission, including communication line failure; any computer virus; and any theft, destruction or alteration of, or unauthorized access to or use of, any electronic records.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above exclusions and limitations may or may not apply to you.

10. Indemnity

Notwithstanding any other term of the TOU or any act or failure to act by I-D Foods or its Representatives, you agree to indemnify, defend and hold harmless I-D Foods and its Representatives where applicable, from and against any damages, liabilities, costs and expenses (including attorneys’ fees), claims or demands, arising out of (i) your use of or connection to the Website, the information thereon, the information downloaded therefrom; (ii) your participation in any activities arising from the Website or the information thereon; (iii) your violation of, or failure to perform your obligations under the TOU or the Privacy Policy; or (iv) your violation of any rights of a third party.

11. Governing Law and Applicable Jurisdiction

These TOU and your use of the Website shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada and the federal laws of Canada applicable therein in force at the time without regard to conflict of law provisions. You agree that any legal action or proceeding between you and I-D Foods shall be brought exclusively in the courts located in Montreal, Canada. Notwithstanding the foregoing, I-D Foods shall have the right to bring action against you in courts of competent jurisdiction in the jurisdiction in which you reside or are located: (i) to seek injunctive relief against you; (ii) to obtain a judgment against you where a judgment by the Montreal court will, or may not be, enforced by the jurisdiction in which you reside or are located; or (iii) to enforce in your jurisdiction a judgment obtained against you in the Montreal court.

12. Miscellaneous Provisions

• (i) The TOU, in conjunction with the Privacy Policy, constitute the entire agreement between you and I-D Foods with respect to your use of the Website, superseding any prior agreements between you and I-D Foods.

• (ii) I-D Foods shall not be liable for any failure to perform its obligations under the present TOU where such failure results from any cause beyond I-D Foods’ reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation, or any force majeure event.

• (iii) If any provision of the TOU or Privacy Policy is found by a court of competent jurisdiction to be invalid, you and I-D Foods nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU or Privacy Policy, as the case may be, shall remain in full force and effect.
• (iv) The failure of I-D Foods to exercise or enforce any right or provision of these TOU does not constitute a waiver of such right or provision, which will still be available to I-D Foods.
• (v) The section titles in the TOU and Privacy Policy are for convenience only and have no legal or contractual effect.

• (vi) The parties acknowledge having expressly required that these TOU and the Privacy Policy are to be drawn up in the English language, and you acknowledge and agree you have been presented with the French version of the documents before viewing the English versions. Les parties aux présentes reconnaissent avoir expressément exigé que les présentes Conditions d’utilisation et la Politique de confidentialité soient rédigées en anglais, et que vous avez été présenté les versions françaises des documents en premier.

© I-D Foods Corporation 2023