TERMS AND CONDITIONS AGREEMENT

Terms of Use

 

This agreement (the “Agreement”) is between you, the user, and Centah Inc. (“Centah”) and sets forth the terms and conditions governing your use of the Web site currently located at 79depot.com (the “Site”).  

You are only entitled to use this Site and the Content contained on this Site to perform your duties and obligations in Canada in furtherance of your business (“Your Business”) as a contractor, subcontractor or an employee of either or both of Centah and Home Depot of USA Inc. (“Home Depot”). 

By accessing the Site you acknowledge, accept and agree to, without limitation or qualification, the terms and conditions of this Agreement. If, upon review of these terms and conditions, you do not accept all of the terms and conditions of this Agreement then do not use the Site. Centah may from time to time and at any time amend this Agreement by posting the amended terms and conditions on the Site and such amended terms and conditions shall be effective immediately upon their posting. Centah may, in its sole discretion, from time to time and at any time add, delete or amend some or all of the features of the Site or of its services. 

2. Site Content, Title and Confidentiality Matters 

The information (including about customers, service providers, sales reports, application functionality, marketing strategies, business practices and products), text, software and source code (including to which you have been furnished access to through the use of the Site and all enhancements, modifications, upgrades or derivatives thereto or thereof), video, illustrations, designs, graphics, icons, logos, sound, images, narration and other audio, visual, audiovisual and streaming media works and other materials (collectively, “Content”) provided on or used to develop, support or maintain this Site is confidential and proprietary to Centah and/or its clients (including Home Depot), content partners or other third parties engaged by Centah to submit or provide Content.  

The Site together with the Content and all right, title and interest therein (including without limitation any copyright, patent, trade secret or other intellectual property right in and to the foregoing) are and shall at all times remain the property of Centah and/or its clients (including Home Depot), content partners or other third parties engaged by Centah to submit or provide Content, and you shall have no rights thereto.  

You shall not (i) modify, alter, disassemble, decompile, translate or reverse engineer or otherwise attempt to derive the source code from all or any part of the Site; (ii) use the Site or Content to develop any derivative works or any functionally compatible or competitive software; (iii) offer, for a fee or free of charge, services consisting of the processing of data through the use of the Site for or for the benefit of any person other than Home Depot or its customers; or (iv) use the Site for commercial time sharing, rental or service bureau use. You shall not use any automated tools to retrieve and/or populate information to and from the Site nor shall you engage in practices such as “screen scraping” or “datebase scraping” to obtain lists of users or other information. The violation by you of any of these restrictive covenants will release Centah from any warranty or performance liability under the Agreement and shall be cause for immediate termination of your use of and access to the Site. 

If and when requested by Centah you agree to provide true, accurate and complete user information and to refrain from impersonating or falsely representing you affiliation with any person or entity. Except with the prior written permission of Centah you shall refrain from accessing or attempting to access password protected, secure or non-public areas of this Site. Unauthorized persons attempting to access such areas of this Site may be subject to prosecution. 

The Content embodies valuable trade secrets of Centah and/or its clients (including Home Depot), content partners or other third parties engaged by Centah to submit or provide Content.  Except as otherwise permitted under this Agreement, you shall not use, copy, or disclose nor permit any of your personnel to use, copy or disclose the Content and you shall limit access to the Site to those of your employees and/or contractors who require such access in furtherance of Your Business. 

You shall take all reasonable precautions to maintain the confidentiality of all Content including, but not limited to, employment of precautions for the protection of Content which are no less stringent than those employed by you to protect your own proprietary information and trade secrets. 

The Content is protected by various copyrights, patent rights, trademarks and/or other intellectual, proprietary and/or industrial rights (collectively, “Rights”), which Rights you shall respect and be subject to notwithstanding that Centah provides you with access to the Site. In addition to Rights of Centah or others aforesaid in individual or particular elements of the Content, Centah has a copyright in and to the presentation, selection, enhancement and co-ordination of the Content including as a collective work and/or compilation pursuant to international conventions and other copyright laws. 

You may download and print the Content or portions thereof published by Centah on the Site for your own legitimate purposes in furtherance of Your Business, keeping all copyright and other proprietary notices intact. Any other copying, reproduction, modification, performance, display, retransmission, redistribution, publication or incorporation into any other Web site or other work of any downloaded material is strictly prohibited without first having received the express written consent of Centah. Framing and mirroring this Site are also strictly prohibited without first having received the express written consent of Centah.  

Because any unauthorized use or disclosure of the Content could cause Centah and/or Home Depot irreparable damage, either of them is entitled to obtain injunctive relief in the event of any unauthorized use or disclosure of the Content by you or persons for whom you are responsible hereunder and at law. 

3. Your Information 

For the purposes of this Agreement “Your Information” includes any information or feedback you provide to us or to other users or that we determine or derive as a result of  or otherwise in connection with your use of the Site. While we welcome your posting of Your Information we do not want and cannot accept any ideas or materials which you consider to be confidential and proprietary, and if you provide us with or with access to such confidential and proprietary information, the risk of disclosure and dissemination is your risk, and we have no liability in respect thereof. You are solely responsible for Your Information.  

Centah acts as a passive transporter for the on-line distribution and publication of Your Information as posted by you on the Site; however Centah may, without liability, take any action (including editing Your Information) that we deem necessary or desirable in our sole discretion if we believe Your Information creates any risk of liability to Centah or to Home Depot.  

Subject to this Agreement, by posting Your Information on or via the Site you automatically grant to Centah a perpetual, world-wide, royalty free, irrevocable, non-exclusive license to use, reproduce, transmit, modify, translate, distribute, perform and display Your Information, in whole or in part and alone or as part of other works in any form, format, media or technology now existing or hereinafter developed, and to sublicense such rights, in whole or in part, to others. Any and all moral rights you have in Your Information is hereby waived. 

When using the Site you shall comply with these terms and conditions and with all applicable laws, statutes, regulations and ordinances. 

4. Privacy Policy 

This Agreement incorporates by reference the Home Depot Privacy Policy (available at www.homedepot.com). You hereby represent that you have read both the Centah Privacy Policy and the Home Depot Privacy Policy and agree that the terms of both are reasonable. 

5. Access and Availability of Service and Links 

The Site contains links to other Web sites on the Internet that are owned and operated by third parties. These links are provided by Centah as a convenience only, and the appearance of a link does not imply Centah’s endorsement of the link nor is Centah responsible for the content of any such linked Web site. You access the linked Web sites at your own risk, and if you have any concerns regarding any linked Web site please direct them to the site administrator or Webmaster of the linked site, and not to Centah. 

6. No Representations or Warranties 

Centah does not represent or endorse the accuracy, timeliness, completeness or reliability of any advice, opinion, statement or other information displayed, uploaded or distributed through the Site by any user, information provider, advertiser, partner or other person or entity whomsoever. You acknowledge that any reliance upon any such advice, opinion, statement or information shall be at your own risk. 

Centah provides the Site and the Content “as is” and without any warranty or condition, express or implied, statutory or otherwise, and disclaims any implied warranties of title, merchantability, fitness for a particular purpose, non-infringement to the fullest extent permissible under applicable law. 

Centah does not represent or warrant that the functional aspects of the Site will be continuous, uninterrupted, secure or error free, or that the Site or the server that makes it available are free of viruses or other harmful components. Operation of the Site may be interfered with by numerous factors, certain of which are outside of Centah’s control, including but not limited to telecommunications network disruptions.  

The Internet is not a secure method of transmission and Centah does not represent, warrant or guarantee that data (including Your Information) en route to or from the Site is secure. 

7. Disclaimer and Liability Limitation 

This Site could include technical inaccuracies or other errors. Your use and browsing of the Site is at your own risk. Neither Centah nor any party involved in creating, producing or delivering the Site nor Centah or any of its clients, content partners, suppliers or other third parties engaged by Centah to submit or provide Content shall be liable for lost profits or any direct, indirect, consequential, incidental, punitive or other similar head of damage arising out of your access to or use of the Site or out of this Agreement. 

8. Termination and Indemnification 

This Agreement shall be in full force and effect until terminated by either you or Centah. In the event that you are not satisfied by your use of the Site your sole remedy is to discontinue your use of the Site. Centah may terminate this Agreement or suspend (perhaps indefinitely) your use of the Site without notice, bonus or penalty for any conduct that Centah, in its sole discretion, considers to be disruptive to the Site or in violation of this Agreement, of any other agreement between us or of any applicable law, statute, regulation or ordinance.  

You agree to indemnify and hold Centah, its affiliates, officers, directors, employees and agents harmless from any claim or demand, including reasonable legal fees and disbursements, made by any third party due to or arising out of your breach of this Agreement. 

9. Jurisdictional Issues 

This site is controlled and operated by Centah from its offices in Vaughan, Ontario, Canada. Centah makes no representation that Content on the Site is appropriate or available for use in other locations and if you choose to access the Site from other locations you do so on your own initiative and you are responsible for compliance with local laws. 

This Agreement shall be interpreted in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The venue and jurisdiction for any disputes related to this Agreement or the Site shall exclusively be Toronto, Ontario and you hereby submit to this jurisdiction. 

10. Notices 

Except as otherwise explicitly stated, notices under this Agreement shall be given to the email address indicated in the following paragraph in the case of Centah and to the email address you supply to Centah during the subscription process or otherwise. Notice shall be deemed received the next day following delivery, or earlier if in fact received earlier. Alternatively, Centah can provide notice by registered mail, postage prepaid, to the postal address indicated in any subscription process, written contract or otherwise, in which case notice shall be deemed received on the 4th business day following the date of mailing.  

Should you have any questions, concerns or comments about this Agreement or the Site or should you otherwise wish to get in contact with us our email address is ussupport@centah.com. 

11. General Provisions 

The failure of Centah to exercise or enforce any right or provision of this Agreement shall not constitute a waiver thereof.  

Unless the context otherwise requires, words importing the singular only shall include the plural, and vice versa and words importing any gender (including the neutral gender) shall include all genders. The insertion of section headings is for convenience only and shall not affect the construction or interpretation of this Agreement.

This Agreement (together with the documents it incorporates by reference) constitutes the entire agreement between us pertaining to the subject matter hereof and supersedes all prior contracts and understandings between us in connection therewith. This Agreement is in addition to, and not in replacement of, any other executed agreements entered into between you and Centah or between you and Home Depot. If there is a conflict or inconsistency between this Agreement and such other agreements, the terms of such other agreements shall prevail.  

This Agreement shall be binding upon and shall inure to the benefit of each of us and our respective heirs, administrators, executors, successors and permitted assigns.    

If any particular term, condition or other provision of this Agreement shall be found void, voidable or unenforceable for any reason whatsoever in a particular jurisdiction, then such term, condition or other provision shall be deemed severed from the remainder of this Agreement in that jurisdiction and all other terms, conditions and other provisions hereof shall remain in full force and effect in that jurisdiction. 

Centah shall not be liable for any failure or delay in the performance of the Site or its performance under this Agreement due to causes which are beyond its reasonable control, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, riot, war, strikes or labor disputes, failure of equipment, failure of telecommunications lines, power outages, failure or downtime of data network carriers or Internet access providers, sabotage, and governmental action.   

12.       All Rights Reserved 

Centah Inc, centah.com (in whatever format) and all related logos are trade marks or service marks of Centah and are proprietary to Centah. They may not be used by you in connection with any service or product that is not Centah’s without your first having received Centah’s express written consent. All other product names, trade marks, company names and/or logos found on the Site are the property of their respective owners.