USER AGREEMENT FOR MCCAIN FOODS (CANADA) WEB SITES

Last Updated on March 15, 2002

WELCOME TO THIS MCCAIN WEB SITE!

We've designed our sites (where "our sites" include all websites operated by, or on behalf of, McCain Foods Limited ("McCain")) to be useful, informative, and fun. We hope we've succeeded – and we hope you'll let us know how we can make them even better.

All we ask in return is that you abide by the terms and conditions that follow. Please read them carefully, because your access to these sites is provided conditional on your acceptance of the terms and conditions of use set forth below (the "Terms and Conditions"), and when you use our sites, you automatically agree to these Terms and Conditions. If you do not agree to abide by these Terms and Conditions, you should not use our sites.

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

THANKS FOR VISITING!

Intellectual Property

• (a) McCain either owns the intellectual property rights in the underlying HTML, text, audio clips, video clips and other content that is made available to you on our sites, or has obtained the permission of the owner of the intellectual property in such content to use the content on our sites. Our sites, including without limitation all content on our sites, are protected by Canadian and worldwide copyright laws and treaty provisions. Any unauthorized copying, redistribution, reproduction or modification of the content on our sites by any person may be a violation of trade-mark 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 our sites and to prevent any unauthorized copying of the content on our sites. Any software, as well as any files, images generated by such software, code and data accompanying such software (the "Software"), used or accessible through our sites is the copyrighted work of McCain or its licensors. Except as permitted by law, you may not use the Software for any other purpose or attempt to decipher, decompile, disassemble or reverse engineer any of the Software comprising or in any way making up a part of the our sites.
• (b) For greater certainty, McCain's services, methods and processes may be covered by one or more patents or other statutory intellectual property rights, and are subject to trade secret and other proprietary rights. McCain reserves all such rights.
• (c) Certain names, graphics, logos, icons, designs, words, titles and phrases on our sites constitute trademarks, trade names, trade dress and associated products and services of McCain or its affiliates (the "Marks"), and are protected in Canada and internationally and their display on our sites does not convey or create any licence or other rights in the Marks. Any use of any of same, in whole or in part, without prior written authorization of McCain is strictly prohibited. In order to indicate which items are trademarks, McCain may, without limitation, use an * symbol which refers to a footnote explaining the intellectual property rights of McCain (as shown at the bottom of these Terms and Conditions); may use a ™ or a ® symbol; or may use a differentiating font style.
• (d) Other trademarks, trade names, trade dress and associated products and services mentioned on our sites may be the trademarks of their respective owners. The display of these trade-marks, trade names, trade dress and associated products and services on our sites does not convey or create any licence or other rights in these trademarks or trade names. Any unauthorized use of them is strictly prohibited.
• (e) McCain considers all of its intellectual properties to be very important assets of McCain and will protect them from unauthorized use by others. Except as expressly provided herein, McCain does not grant any express or implied right or license to you to use any intellectual property, including without limitation any patent, trademark, copyright, trade secret, or confidential information, of McCain or of any other contributor of Content to our sites.

Permitted Uses

You agree not to re-use material from our sites. In particular, you agree not to copy, distribute, republish, upload, post, or transmit anything unless you get our written consent -- first.

But please don't modify the materials or use them for any other purpose; if you do, you'll be violating our intellectual-property rights.

Limited License

McCain grants to you a Canadian, non-exclusive, non-transferable, non-sublicenseable, revocable, limited license to display on your computer, print, download and use the underlying HTML, text, audio clips, video clips and other content that is made available to you on our sites, for non-commercial (personal or educational) purposes only, provided that:

• (a) you do not modify or misrepresent any such content; and
• (b) you include with and display on each copy of such content the associated copyright, trademark, or other proprietary notices (that is, the line at the bottom of this page, and the symbols next to our designs) and this limited license.

Content authorized for release to media can also be displayed, printed, downloaded and used in keeping with the normal practices governing the release of authorised material by other means.

Prohibited Uses

No other use is permitted. Without limiting the foregoing, you may not, nor may you allow others to, directly or indirectly:

• (a) remove, from any copy of the content on our sites, the copyright or other proprietary notices contained in the content on our sites; sell, modify or attempt to modify the content of our sites in any way or reproduce or publicly display, perform, or distribute or otherwise use any content on our sites for any public, commercial, or non-educational or non-personal purpose, including without limitation use of the content on any other web site; or transfer any of the content on our sites to any other person without the prior written consent of McCain;
• (b) print or copy any of the HTML or other computer software that is accessible at our sites;
• (c) use our sites in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, our sites or any services, system resources, accounts, servers, networks, affiliated or linked sites, connected to or accessible through our sites (including without limitation uploading, posting or otherwise transmitting on our sites 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 our sites’ infrastructure; or using any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from our sites or the content on our sites in whole or in part);
• (d) use or attempt to use another's account, password, or other information in connection with our sites without prior written authorization from McCain; create or use a false identity on our sites, or impersonate any person or entity or otherwise misrepresent your affiliation with any person or entity; or attempt to obtain unauthorized access to our sites; or send to our sites or McCain any incomplete, false or inaccurate information; or
• (e) disrupt or interfere with any other person's use or enjoyment of our sites or affiliated or linked sites, or any services thereof; or delete or revise any of the content posted on our sites.

In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of content on our sites, and that you will comply with all laws that apply or may apply to your use of activities or content on our sites or in respect of the content on our sites. McCain will investigate occurrences that may involve violations of such laws, and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. McCain reserves the right at all times to disclose any information regarding your usage of content on our sites as necessary to satisfy any law, regulation or governmental request.

Disclaimers of Warranties

McCain does not make any, and expressly disclaims all, representations, warranties, covenants, and conditions, express or implied, by operation of law or otherwise, including without limitation 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, regarding our sites. For greater certainty, McCain does not represent or warrant (1) that our sites will continue to operate, operate without interruptions or be error-free; (2) the quality, accuracy, completeness or suitability of any claims, statements or information on our sites; (3) that defects in our sites will be corrected; (4) that our sites are free of viruses or other harmful components; or (5) that successful results or outcomes will result from properly following any instructions, directions, or recipes contained in the materials on our sites (for example, We think our recipes are great, but we have no control over conditions in your particular kitchen or household that we don’t know about.) our sites are provided "as is" without warranty or condition of any kind. Our sites may include inaccuracies or typographical errors.

Links and Disclaimers of Linked Sites

We sometimes provide access to other World Wide Web sites from our sites. McCain provides these other links only as a convenience. If you decide to visit any linked site other than our sites, 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. Check the Uniform Resource Locator (URL) address provided in your WWW browser to see if you are still in a McCain-operated site or you have moved to another site.

While McCain tries to ensure that our sites only link to sites that share our high standards of decency, fairness, and integrity, McCain is not responsible for the contents of any such linked pages or any other pages not under its control and/or part of our sites. McCain makes no representation or warranty regarding, and does not endorse, any linked web sites, the information appearing thereon or any of the products or services described, other than with respect to our sites.

Links do not imply that McCain sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of McCain. You agree that you shall not point or link from a site directly to content within our sites without the express prior written permission of McCain. McCain reserves the right to disable links from third party sites to our sites.

Submissions

McCain will not accept or consider creative ideas, suggestions or materials other than those it has specifically requested. Accordingly, we ask that you do not send us any such materials. If, despite this request, you do submit material to us:

• (1) All remarks, suggestions, ideas, graphics, or other information that you communicate to McCain through our sites (other than information we promise to protect under our Privacy Policy), become and remain our property, even if this agreement is later terminated.

  This means that...

  • - We don't have to treat any such submission as confidential.
  • - You can't sue us for using the ideas you submit (including, but not limited to, product or advertising ideas).
  • - If we use them -- or anything like them -- we don't have to pay you or anyone else for them.
  • - We will have exclusive ownership of all present and future rights to submissions of every kind.
  • - We can use them for any purpose, without compensating you or anyone else for them. You agree not to assert any ownership right of any kind in your submission (including, but not limited to copyright, trade mark, unfair competition, moral rights, or implied contract) and you waive the right to receive any financial or other consideration in connection with such unsolicited submission including, but not limited to, credit.
• (2) You acknowledge that you are responsible for any submission you make -- in other words, you acknowledge that you (and not we) have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

Limitation of Liability

You agree that in no event will McCain, its advertising and promotional agencies, and all of their respective affiliates, and all of the directors, officers, members, owners, partners, employees, agents, representatives, successors and assigns (collectively, "representatives"), have any responsibility or liability in connection with our sites for any loss or damages whatsoever, whether based on contract, negligence or other legal basis, including without limitation direct, indirect, special, punitive, economic, incidental, exemplary or consequential damages or other damages (including without limitation damages for harm to business, loss of information or programs or data, loss of profit, loss of savings, loss of revenue, loss of goodwill), arising from or in connection with the use of or access to, or any inconvenience, delay or loss of use of or access to, our sites, the content of our sites or any linked web site, or the failure of our sites or such linked web sites, (including without limitation, any damages suffered as a result of omissions or inaccuracies in our sites or such linked web sites, or any content thereon; the failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, or line failure; or the transmission of confidential or sensitive information to or from our sites or such linked web sites) even if McCain or any of its affiliates has been advised of the possibility of such damage or loss or if such damage or loss was foreseeable.

Release/Indemnity

You agree to release, indemnify and hold harmless McCain, its Representatives, and such other additional persons as are identified in the terms, conditions and rules which govern specific promotions, contests or other programs on our sites as being released from liability and/or indemnified by you (collectively referred to herein as the "Releasees") from all liability relating to or arising in connection with your use of our sites including injuries, loss or damage of any kind, whether to persons, including death, or property, or otherwise, resulting in whole or in part, directly or indirectly, in connection with the use of or access to, or any inconvenience, delay or loss of use of or access to our sites, the content of our sites or any linked website, and including without limitation liability arising from negligence, and reasonable legal and accounting fees. You acknowledge and agree that the Releasees have not made, and are not liable for, any representation, warranty or condition in respect of our sites.

Jurisdiction

Unless otherwise specified, the materials in our sites are presented to provide information about McCain and its products.

McCain controls and operates its McCain-operated sites from the company's headquarters in Florenceville, New Brunswick, Canada. We in no way imply that the materials on our sites are appropriate or available for use outside Canada. If you use our sites from locations outside Canada, you do so on your own initiative and are responsible for compliance with any applicable local laws. Accessing the content of our sites from locations where their contents are illegal is prohibited.

Changes to Sites

McCain may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of our sites, including (i) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, its sites (ii) adding, removing or changing any fees or charges for use of our sites or any other site-related services (the "Services") or any features thereof; (iii) removing, adding, modifying or otherwise changing any content on our sites. McCain reserves the right, in its sole discretion, to correct any errors or omissions in any portion of our sites at any time without notice, but confirms that it has no duty to do so.

Choice of law

By accessing our sites, you agree that all matters relating to the access to, or use of, our sites 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. You agree not to export any of the Content accessible through our sites in violation of applicable export laws and regulations. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms and Conditions.

MISCELLANEOUS POINTS ABOUT THE TERMS AND CONDITIONS OF THIS USER AGREEMENT

Additional Terms of Use

Certain areas of our sites may be subject to additional terms of use (including such terms as govern specific promotions, contests or other programs on our sites) (the "Additional Terms of Use"). You agree that by using such areas, or any part thereof, you agree to be bound by the Additional Terms of Use applicable to such areas. The Terms and Conditions, together with the Additional Terms of Use, 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. In the case of any conflict between the Terms and Conditions and the Additional Terms of Use, the Terms and Conditions shall govern.

Any cause of action you may have with respect to your use of our sites or which is the subject of the Terms and Conditions must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of the Terms and Conditions or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Terms and Conditions, and the remainder of the Terms and Conditions shall continue in full force and effect. No waiver of any provision herein shall be valid unless in writing and signed by an authorized representative of both you and McCain. McCain failure to insist upon or enforce strict performance of any provision of the Terms and Conditions or any right shall not be construed as a waiver of any such provision or right. No changes to the Terms and Conditions shall be made except by a revised posting on this page. The Terms and Conditions shall enure to the benefit of McCain and its affiliates. Any and all references in the Terms and Conditions to McCain and its affiliates shall, where the context so permits, include McCain's parent companies, sister companies, and their respective subsidiaries, affiliates, directors, officers, employees, contractors and agents. The headings contained herein are for convenience only and shall have no legal or interpretive effect. Additional terms and conditions may apply when you use other services, affiliate services, third party content or third party software on or through a link provided on our sites. McCain may assign its rights and duties under this Agreement to any party at any time without notice to you. You may not assign your rights and duties under this Agreement to any party at any time.

Memorandum of Insurance (MOI)

Information regarding a Memorandum of Insurance has been provided by Marsh, an insurance broker for McCain Foods Group Inc. To access this information, please click here.