Terms of Use

GENERAL

This website (the “Site”) is owned and operated by Crowe MacKay LLP (“Crowe MacKay LLP ,” “we” or “us”). By using the Site, you agree to be bound by these Terms of Use and to use the Site in accordance with these Terms of Use, our Privacy Policy and any additional terms and conditions that may apply to specific sections of the Site or to products and services available through the Site or from Crowe MacKay LLP. Accessing the Site, in any manner, whether automated or otherwise, constitutes use of the Site and your agreement to be bound by these Terms of Use.

Crowe MacKay LLP is a member of Crowe Global, a Swiss verein. Each member firm of Crowe Global is a separate and independent legal entity. Crowe MacKay LLP and its affiliates are not responsible or liable for any acts or omissions of Crowe Global or any other member of Crowe Global.

We reserve the right to change these Terms of Use or to impose new conditions on use of the Site, from time to time, in which case we will post the revised Terms of Use on this website. The Effective Date of these Terms of Use shall be indicated on this document, so please ensure you check the terms from time to time.  By continuing to use the Site after we post any such changes, you accept the Terms of Use, as modified.

INTELLECTUAL PROPERTY RIGHTS

This Site and all the materials available on the Site are the property of us and/or our affiliates or licensors, and are protected by copyright, trademark, and other intellectual property laws. The Site is provided solely for your personal non-commercial use. You may not use the Site or the materials available on the Site in a manner that constitutes an infringement of our rights or that has not been authorized by us. More specifically, unless explicitly authorized in these Terms of Use or by the owner of the materials, you may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or other electronic means) any material from the Site. You may, however, from time to time, download and/or print one copy of individual pages of the Site for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices.

You acknowledge that Crowe MacKay LLP has the right but not the obligation to use and display any postings or contributions of any kind and that Crowe MacKay LLP may elect to cease the use and display of any such materials (or any portion thereof), at any time for any reason whatsoever.

Crowe MacKay LLP, our affiliates or licensors reserve all intellectual property rights including those not expressly provided for in these Terms of Use.

UNSOLICITED IDEAS

Crowe MacKay LLP does not accept or consider unsolicited creative ideas, suggestions or materials. You agree that any creative ideas, suggestions or other materials you submit are to us – whether or not solicited by us – are not being submitted in confidence or trust, and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of review, compensation or consideration of any type. You further acknowledge that Crowe MacKay LLP may already have such ideas in use, or in the planning stages for use.

DISCLAIMER OF WARRANTIES

THE INFORMATION, PRODUCTS, AND SERVICES OFFERED ON OR THROUGH THE SITE AND BY CROWE MACKAY LLP AND ANY THIRD-PARTY SITES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PART OF THIS SITE, OR THE SERVERS THAT MAKE IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

INTERACTIVE FEATURES AND RULES

This Site may include a variety of features that allow feedback to us and real-time interaction between us and members. We do not control the information posted by Members and are not responsible for the content of such information. It is a condition of your use of the Site that you do not:

• Restrict or inhibit any other user from using and enjoying the Site.
• Use the Site to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Interfere with or disrupt any servers or networks used to provide the Site or its features, or disobey any requirements, procedures, policies or regulations of the networks we use to provide the Site.
• Use the Site to instigate or encourage others to commit illegal activities or cause injury or property damage to any person.
• Gain unauthorized access to the Site, or any account, computer system, or network connected to this Site, by means such as hacking, password mining or other illicit means.
• Obtain or attempt to obtain any materials or information through any means not intentionally made available through this Site.
• Use the Site to post or transmit any unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law.
• Use the Site to post or transmit any information, software or other material that violates or infringes upon the rights of others, including material that is an invasion of privacy or publicity rights or that is protected by copyright, trademark or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or rights holder.
• Use the Site to post or transmit any information, software or other material that contains a virus or other harmful component.
• Use the Site to post, transmit or in any way exploit any information, software or other material for commercial purposes, or that contains advertising.
• Use the Site to advertise or solicit to anyone to buy or sell products or services, or to make donations of any kind, without our express written approval.
• Gather for marketing purposes any email addresses or other personal information that has been posted by other users of the Site.

Crowe MacKay LLP may host message boards, chats and other public forums on its Site. Any user failing to comply with the terms and conditions of this Agreement may be expelled from and refused continued access to, the message boards, chats or other public forums in the future. Crowe MacKay LLP or its designated agents may remove or alter any user-created content at any time for any reason. Message boards, chats, and other public forums are intended to serve as discussion centers for users and subscribers. Information and content posted within these public forums may be provided by Crowe MacKay LLP staff, Crowe MacKay LLP’s outside contributors, or by users not connected with Crowe MacKay LLP, some of whom may employ anonymous user names. Crowe MacKay LLP expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in these forums by third parties, nor are we responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages. Under no circumstances will we, our affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on information obtained through these forums. The opinions expressed in these forums are solely the opinions of the participants, and do not reflect the opinions of Crowe MacKay LLP or any of its subsidiaries or affiliates.

Crowe MacKay LLP has no obligation whatsoever to monitor any of the content or postings on the message boards, chat rooms or other public forums on the Sites. However, you acknowledge and agree that we have the absolute right to monitor the same at our sole discretion. In addition, we reserve the right to alter, edit, refuse to post or remove any postings or content, in whole or in part, for any reason and to disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request and to protect ourselves, our clients, sponsors, users and visitors.

MEMBER REGISTRATION AND PASSWORDS

To access certain features of the Site, we may ask you to provide certain personal information, including your name, email address, telephone number, and employment information. You agree to provide true, accurate, current and complete information about yourself as prompted by the Site's registration form. If we have reasonable grounds to suspect that such information is untrue, inaccurate, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). Our use of any personally identifiable information you provide to us as part of the registration process is governed by the terms of our Privacy Policy.

To use certain features of the Site, you will need a username and password, which you will receive through the Site’s registration process. You are responsible for maintaining the confidentiality of the password and account, and to ensure that you exit from your account at the end of each session. You are responsible for all activities (whether by you or by others) that occur under your password or account. You agree to notify us immediately of any suspected unauthorized use of your password or account or any other breach of security. We cannot and will not be liable for any loss or damage arising from your failure to protect your password or account information, and you may be held liable for any damage or prejudice that might affect Crowe MacKay LLP or third parties as a result of the incorrect use, loss or theft of your password or account.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE, OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, INCLUDING OUR ARTICLES, WHITE PAPERS, UPDATES, SERVICES, OR THIRD-PARTY MATERIALS OR SERVICES MADE AVAILABLE THROUGH THE SITE OR BY US IN ANY WAY, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE SITE, ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE'S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE PRODUCTS, SERVICES AND/OR MATERIALS.

THIS SITE IS CONTINUALLY UNDER DEVELOPMENT AND CROWE MACKAY LLP MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE.

INDEMNITY

You agree at all times to defend, indemnify and hold harmless Crowe MacKay LLP, its affiliates, successors, transferees, assignors, assignees, licensors and licensees and their respective parent and subsidiary companies, agents, associates, officers, directors, shareholders and employees of each from and against any and all claims, causes of action, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to your breach of any obligation, warranty, representation or covenant set forth herein.

TERMINATION

We may cancel or terminate your right to use the Site or any part of the Site at any time without notice or liability. In the event of cancellation or termination, you are no longer authorized to access the part of the Site affected by such cancellation or termination. The restrictions imposed on you with respect to material downloaded from the Site, and the disclaimers and limitations of liabilities set forth in these Terms of Use, shall survive.

CONFIDENTIALITY

You agree not to disclose information you obtain from us and or from our clients, Crowe Global, or its other Members.  All information submitted to us by another end-user is proprietary information. Such customer information is confidential and may not be disclosed by you. You agree not to reproduce, disseminate, sell, distribute, or commercially exploit any such proprietary information in any manner.

OTHER

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the U.S. copyright law. If you believe in good faith that materials hosted by Crowe MacKay LLP infringe your copyright, you, or your agent may send to Crowe MacKay LLP a notice requesting that the material be removed or access to it be blocked. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon Crowe MacKay LLP actual knowledge of facts or circumstances from which infringing material or acts are evident. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send to Crowe MacKay LLP a counter-notice. All notices and counter-notices must meet the then current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Crowe MacKay LLP’s Copyright Agent for notice of claims of copyright infringement or counter notices can be reached at [email protected].

The Site is not directed to individuals under the age of 13, nor does it contain information which would be potentially harmful to minors in any way. However, all visitors to the Website under the age of 13 should not disclose or provide any Personally Identifiable Information.  In the event that Crowe MacKay LLP discovers that a child under the age of 13 has provided Personally Identifiable Information to us, we will delete the child's Personally Identifiable Information in accordance with the Children's Online Privacy Protection Act of 1998. Please see the Federal Trade Commission's website for this act.  Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your Internet Service Provider for more information.

APPLICABLE LAW

Any dispute, controversy or difference which may arise between the parties out of, in relation to or in connection with these Terms of Use is hereby irrevocably submitted to the exclusive jurisdiction of the courts of Canada (or through arbitration as set forth below), applying Canadian law, regardless of principles of conflicts of laws.  You agree to waive any jurisdictional, venue or inconvenient forum defenses for purposes of resolving disputes hereunder.

BINDING ARBITRATION

You and Crowe MacKay LLP agree to arbitrate all disputes between you and Crowe MacKay LLP or its members and affiliates (except disputes relating to the enforcement of Crowe MacKay LLP or its affiliates’ intellectual property rights). You and Crowe MacKay LLP empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these Terms of Use, including the arbitrability of any dispute and any claim that all or any part of these terms are void or voidable.

In the event of a dispute, you or Crowe MacKay LLP must send to the other party a notice of dispute, which is a written statement that sets forth the name, address and contact information of the party giving the notice, the facts giving rise to the dispute and the relief requested. You and Crowe MacKay LLP will attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent.  After sixty (60) days, you or we may commence arbitration. You may also litigate a dispute in small claims court if the dispute meets the requirements to be heard in small claims court, whether or not you negotiated informally first.  EXCEPT FOR CASES DECIDED IN SMALL CLAIMS COURT, YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. 

If you and Crowe MacKay LLP do not resolve a dispute by informal negotiation or in small claims court, the dispute shall be settled by binding arbitration before a neutral arbitrator whose decision may be final except for a potentially limited right of appeal. Arbitration will be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes. For more information, visit www.adr.org or, in the United States, call 800-778-7879. Arbitration may be conducted in person in Canada, through the submission of documents, by phone, or online.  The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim. You and Crowe MacKay LLP agree to submit to the personal jurisdiction of the courts located in Canada, in order to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

NO CLASS ACTIONS

PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS.  Neither you nor Crowe MacKay LLP will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration.

WAIVER AND SEVERABILITY

No waiver by Crowe MacKay LLP of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Crowe MacKay LLP to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

ENTIRE AGREEMENT

These Terms of Use and our Privacy Policy constitute the sole and entire agreement between Crowe MacKay LLP and users of the Site, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.