BAT VEO



TERMS OF USE FOR “GO SMART”, THE IMPERIAL TOBACCO PRIVATE ONLINE ORDERING AND EDUCATIONAL TRADE PLATFORM

Imperial Tobacco Company Limited (“Imperial Tobacco”) has created its own online private ordering and educational platform for ITCO Retailers and employees who sell Imperial Tobacco products: the GO SMART Platform (interchangeably the “Trade Platform” or the “Platform”). This Trade Platform is Imperial Tobacco’s private forum where tobacco retailers can place orders and can learn about Imperial Tobacco products. By joining and using the Trade Platform, you agree to be bound by the terms and conditions of these terms of use (the “Terms of Use”) without limitations or qualifications. If you do not agree to be bound by the Terms of Use, whether in whole or in part, you may not access or use this Platform.

In these Terms, the terms “ITCAN”, “ITCO”, “we”, “us” and “our” are used to refer to Imperial Tobacco Canada Limited and Imperial Tobacco Company Limited and their affiliates.

1. This Platform is offered to you conditionally upon your acceptance of the Terms of Use set out herein, as well as any amendments or additional terms, policies or procedures published on this Platform or elsewhere from time to time by Imperial Tobacco. Imperial Tobacco reserves the right to make changes to its Platform, these disclaimers and Terms of Use at any time without notice. You should check these Terms of Use from time to time to keep informed of any such amendments or additions. By accessing and using this Platform, you are deemed to have agreed to and are bound by such Terms of Use as are in effect at the time you access this Platform. Imperial Tobacco shall have the right at any time and without notice, to change or discontinue all or any aspect or feature of this Platform, including, but not limited to, content, hours of availability, and equipment needed for access or use.

2. Copyright © 2016 Imperial Tobacco Canada Limited. All rights reserved.
Imperial Tobacco either owns the intellectual property rights in the underlying HTML, text, audio clips, video clips and other content on our Platform (including the organization and layout of this Platform), or has obtained the permission of the owner of the intellectual property in such content to use the content on our Platform. No reproduction, distribution, or transmission of the copyrighted materials at this Platform is permitted without the prior written permission of Imperial Tobacco.

3. Purpose of Platform.

The Platform was created for the needs and purposes of Imperial Tobacco. It is a private community not opened to the public, the prospective members of which are duly registered owners and employees (managers and clerks) of ITCO Retailers who sell Imperial Tobacco products (“Trade End-User”) and may join by invitation only. A Retailer is a person or legal entity that purchases products from ITCO for resale and is licensed to sell tobacco at retail. A Retailer is associated to a valid customer number (ERP) and is represented by an “Agent” to access and manage the ERP account on the Platform, submit orders and maintain the list of employees up to date on the Platform. A Retailer will be bound by the actions of its Agent on the Platform, and therefore must ensure the appropriate person is designated. Imperial Tobacco maintains this Platform for people of legal age only. The presence of people, who are not of legal age in their province of residence, is strictly forbidden. Upon joining and thereafter as a member of the Trade Platform, you certify that you are here as a member at Imperial Tobacco’s personal invitation to you as a private individual and employee of one of the above mentioned Imperial Tobacco Retailers, are of legal age in the province where you reside, are not an employee or retiree of any of Imperial Tobacco’s competitors, that you have not provided false information on your registration and have not impersonated anyone else.

4. Notifications.

By providing your email address to Imperial Tobacco and registering for a GO SMART account you consent to be added to the Platform and to receive electronic communications in relation to the platform. Retailers may also register their employees for a GO SMART account by providing their email addresses. If a Retailer provides email addresses for its employees, the Retailer (i) consents on such employees’ behalf to receive electronic communications in relation to the Platform, (ii) agrees to keep current its list of employees, and (iii) agrees to update the list immediately following the departure of an employee from its retail business. Imperial Tobacco may periodically ask Retailers to confirm the list of employees they have registered to the Platform. Individuals registered to the Platform can unsubscribe from receiving electronic messages at any time or manage their message preferences by logging into the Platform and editing their notification settings or by contacting Imperial Tobacco directly at 1-800-818-2771 or by email at askgosmart@bat.com.

5. Orders.

All orders for Imperial Tobacco products submitted through the Platform are subject to the Imperial Tobacco Company Trading Terms and Conditions for Retail Customers (the “TTCs”), as well as Imperial Tobacco’s Credit Policy.

6. Confidentiality.

In addition to all contractual obligations of Retailers including but not limited to any confidentiality undertaking by Retailer or the banner under which Retailer does business, this serves as a reminder of the confidentiality undertakings you have personally under these Terms of Use for this Platform. As a member of the Platform, you may obtain certain sensitive or proprietary information about Imperial Tobacco, its personnel or business operations or future plans (“Confidential Information”) while using the Platform. Without limiting the generality of the foregoing, all content posted and/or made available on this Platform is considered Confidential Information. The personal information pertaining to any Imperial Tobacco employee, other member or anybody else (collectively “Personal Information”) is also considered strictly confidential and is part of the Confidential Information. You acknowledge and agree not to disclose, divulge, copy, publish or otherwise reveal or make accessible to anyone any Confidential Information shared or obtained through the Platform. You agree not to use any of the Confidential Information for your own benefit or for the benefit of anyone else. You agree that the Confidential Information is confidential and is the sole property of Imperial Tobacco, and agree to keep the Confidential Information confidential and agree to maintain the confidentiality of the Confidential Information. If you are unsure whether or not the information you would wish to disclose, share or redistribute, is Confidential Information, you must not make any disclosure or use.

7. Access and Termination.

You shall use this Platform for lawful purposes only. Retailers are responsible for inviting their employees to the Platform and removing them when they are no longer employed or involved in the sale of tobacco. The contents of the Platform are only intended for and must only be accessed by retailers and employees involved in the sale of tobacco. Therefore, Retailers have the full responsibility of ensuring that their list of employees is up to date at all times and must terminate the access of employees who are no longer involved in the sale of tobacco by indicating them as inactive on the Platform. Notwithstanding the foregoing, Imperial Tobacco has the right, in its sole discretion, to deny any person access to this Platform or any portion thereof without notice. Without limiting the foregoing, Imperial Tobacco has the right to terminate your access to this Platform for any reason at any time, namely (but not only) if you remain inactive on the Trade Platform for any length of time or if you are no longer a tobacco Retailer or employee involved in the sale of tobacco. Without limiting the generality of the foregoing, Imperial Tobacco has the right to terminate your access immediately where your conduct is unacceptable or where you have breached any of these Terms of Use or any other rule applicable on this Platform, the whole as determined by Imperial Tobacco in its sole discretion.

8. Submissions.

Imperial Tobacco welcomes your comments and input on trade matters, including those about this Platform. Unfortunately, Imperial Tobacco 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 send us creative materials or other information, you agree not to assert any ownership right or legal right to or control over your submission (including, but not limited to, copyright, trade-mark, 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, an acknowledgment or credit.

9. Accountability.

You are responsible for your use of the Platform, for any content that you transmit via the Platform, and for any consequences thereof. Any content you submit and activities you participate in can be viewed by Imperial Tobacco, your employer and you manager, as duly authorized users of the Platform.

10. Content Guidelines.

As a member of the Platform, you agree that the content you submit, store, transmit, download, upload or distribute on this Platform shall be in compliance with these Terms of Use. Without limiting the foregoing, you agree that such content:

(1) Does NOT disclose any non-public, sensitive, proprietary, confidential OR financial information about Imperial Tobacco, any other company, or anyone other than what is publicly available without the proper authorization to do so;

(2) Does NOT disclose any Personal Information about any Imperial Tobacco employee, retiree, customer or anybody else;

(3) Does NOT involve the use of another person’s name, image or likeness without their consent;

(4) Does NOT constitute false information, including but not limited to false information about yourself;

(5) Is NOT threatening, abusive, libellous, defamatory, obscene, legally objectionable or in bad taste, such as (but not limited to) nudity or partial nudity;

(6) Does NOT constitute, encourage or condone:

- a criminal offense or give rise to civil liability;

- any form of violence, hatred or harassment;

- any form of discrimination on any ground covered by federal, provincial and territorial human rights legislation in Canada, such as religion, race, colour, sexual orientation, disability, etc.;

(7) Does NOT contravene any applicable law, regulation, including but not limited to financial disclosure laws, or any policy, guidelines or industry standard, as determined by Imperial Tobacco;

(8) Does NOT involve the unauthorized use of information, software, music, trade-marks, photographic images, personality rights or other material protected by copyright, or other intellectual property right, without the permission of the copyright owner or the holder of the intellectual property right;

(9) Does NOT promote, communicate, depict or encourage:

- tobacco products and tobacco-related products;

- the consumption of tobacco by non-smokers;

- the consumption of tobacco by individuals who appear to be or are under legal age;

- the consumption of tobacco in general; AND

(10) Does NOT contain a virus, Trojan horse, worm, or other harmful or disruptive component.

11. Monitoring.

Imperial Tobacco has the right, but not the obligation, to monitor any content on this Platform, including but not limited to chat rooms and forums, to determine compliance with these Terms of Use, other Imperial Tobacco policies, any operating rules established by Imperial Tobacco, and to satisfy any applicable law, regulation, policy, guidelines or industry standard or authorized government request. YOU ACKNOWLEDGE THAT IMPERIAL TOBACCO DOES NOT ENDORSE ANY CONTENT SUBMITTED BY YOU OR BY OTHERS, AND THAT SUCH COMMUNICATIONS SHOULD NOT BE CONSIDERED TO HAVE BEEN REVIEWED, SCREENED, OR APPROVED BY IMPERIAL TOBACCO. You further agree not to rely on any content as being screened, reviewed, monitored or approved by Imperial Tobacco. At any time and without notice, Imperial Tobacco shall have the right, in its sole discretion, to screen, review, edit, refuse to post, disallow, or remove any content submitted to, or posted by you on this Platform for any reason, including content that appears to violate these Terms of Use. Without limiting the foregoing, Imperial Tobacco shall have the right to remove any material that it, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

12. ITCO Product Information.

Product information contained on this Platform is intended to ensure that you, the Trade End-Users, possess proper and correct information on the products you offer for sale. This information is not intended for use in promoting tobacco products to consumers and any such use is formally prohibited. You may not post any content found on this Platform within sight of consumers.

13. Limited Licence.

Imperial Tobacco grants to you a strictly limited licence to display on your company computer, or mobile device a single copy of the underlying HTML, text, audio clips, video clips and other content on our Platform, for your personal office use, on and from your place of work, and for ordering and educational purposes only as an Trade End-User, provided that:

a. you do not modify any such content; and

b. you include with and display on each copy of such content the associated copyright notice and this limited licence.

No other use is permitted.

14. Without limiting the generality of Section 12 and other than the permitted uses specified under said Section 12, YOU MAY NOT:

a. make any other personal use of such content, other than the use specified under Section 12;

b. make any commercial use of such content;

c. include such content in or with anything that you create or distribute, except as specifically permitted by Imperial Tobacco from time to time for the purposes of a given activity conducted in connection with this Platform; for instance (these are only examples and should not be understood as an exhaustive list of what you may not do): you may NEVER include such content in your personal profile or page on any social media platform, and you may NEVER include it in or with any product that you create or distribute;

d. print such content anywhere in any way;

e. copy such content anywhere in any way, except as specifically permitted by Imperial Tobacco from time to time for the purposes of a given activity conducted in connection with this Platform; for instance (these are only examples and should not be understood as an exhaustive list of what you may not do): you may NEVER copy such content onto any one of your personal computer, USB key, handheld device, website or the like, and you may NEVER copy it onto other any one of another person's computer system, USB key, handheld device or website;

f. share it with or distribute, show or forward or otherwise disclose it to anyone whatsoever by any means whatsoever, including but not limited to by email. For further clarity and without limiting anything above, no statements about Imperial Tobacco, its products and affiliated companies may be made by you on the internet, on a company blog or other blog, social networking sites or other “user generated content sites” such as You Tube.

Notwithstanding the above, nothing contained in the licence at Section 12 shall be construed as conferring any right under any copyright of Imperial Tobacco or any other person who owns the copyright in content provided on our Platform.

15. Sample consequences of non compliance.

You should also be aware that in cases where non compliance contravenes the Federal Tobacco Act (see below), the offender could personally be liable for heavy fines or even imprisonment. Should you contravene the Federal Tobacco Act, YOU DO SO AT YOUR OWN RISK.

The Federal Tobacco Act

The Federal Tobacco Act prohibits tobacco product promotion from being placed on any website. The prohibition against promotion of tobacco products applies to everyone, including individuals.

This means that you must never make any content from this Platform or any tobacco product material available on the internet. This means, for example, that you cannot freely and on your own initiative post material related to the ITCO tobacco products, nor can you post material, in whole or part, on social networking sites, blog sites, chat forums or other ‘user-generated content’ sites such as You Tube, Facebook, or a Retailer’s blog site on the Internet. This rule applies whatever the intention in posting the material may be or for any purpose, such as illustrating the quality of work or product.

16. Trade-marks, Copyright, and Other Intellectual Property.

The trade-marks and logos on this Platform are registered and unregistered trade-marks and intellectual property of Imperial Tobacco or are used by Imperial Tobacco under licence from, or with the consent of, their respective owners. The names of all products and services mentioned on our Platform and website are the trade-marks of their respective owners. The display of trade-marks, logos or trade names on this Platform does not convey or create any licence or other rights in these marks, logos or names. Any unauthorized use of them is strictly prohibited.

17. USE AT YOUR OWN RISK – LIABILITY DISCLAIMER.

By entering and using this Platform you agree that YOU DO SO AT YOUR OWN RISK. YOU SUBMIT AND TRANSMIT CONTENT, INCLUDING PERSONAL INFORMATION ABOUT YOURSELF AND OTHERS, AT YOUR OWN RISK. SHOULD YOU CHOOSE TO DOWNLOAD CONTENT, YOU DO SO AT YOUR OWN RISK. YOU RELY ON CONTENT POSTED BY OTHERS AT YOUR OWN RISK. Without limiting the generality of the foregoing, this includes any third-party trademarks and logos or other intellectual property you freely choose to post on this Platform to illustrate your contribution. You are hereby advised to refrain from using such third-party content. HOWEVER IF YOU DO DECIDE ON SUCH USE, IMPERIAL TOBACCO MAY TOLERATE ITS PRESENCE ON THIS PLATFORM. NEVERTHELESS TOLERANCE ON THE PART OF IMPERIAL TOBACCO, REGARDLESS OF ITS DURATION, SHALL NOT BE CONSTRUED AS A WAIVER UNDER ANY CIRCUMSTANCES. ALSO KNOW THAT YOU MAY BE PROSECUTED BY SAID THIRD-PARTIES AND THAT IMPERIAL TOBACCO SHALL NOT ASSUME YOUR DEFENSE NOR THE COST THEREOF AND SHALL NOT HOLD YOU HARMLESS NOR INDEMNIFY YOU. If your use of this Platform or the materials therein results in any loss or damage to data or in the need for servicing or replacing property, material or equipment, or any other damage whatsoever, Imperial Tobacco is not responsible for those costs.

You agree that under no circumstances shall Imperial Tobacco be held responsible or liable for situations where the data stored or communicated through this Platform are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to Imperial Tobacco at the time) which may exist in the network. Where members of this Platform are concerned, Imperial Tobacco simply stores and facilitates the transmission of electronic communications. Electronic communications on this Platform are between ITCO and you in your professional capacity as an employee or as owner of an ITCO Retailers, and only under situations where explicitly required or allowed by law will such communications be accessed, intercepted, disclosed, or used without the consent of at least one of the parties to the communication.

18. Links to Third-Party Sites.

This Platform may contain hyperlinks to websites operated by parties other than Imperial Tobacco. Such hyperlinks are provided for your reference only. Imperial Tobacco does not control such websites and is not responsible for their content. No endorsement of any third-party products or services is expressed or implied by any information, material or content referred to or included on, or linked from or to this Platform. Your access and use of such sites, including information, material, products and services therein, are solely at your own risk. Furthermore, our Privacy Policy statement is applicable only when you are on our Platform. Once linked to another website, you should read that website's privacy policy before disclosing any personal information.

19. INDEMNIFICATION.

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS IMPERIAL TOBACCO, ITS AFFILIATES AND PARTNERS AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, AND ANY OTHER PARTIES INVOLVED IN CREATING, PRODUCING, DELIVERING, OR MONITORING THIS PLATFORM, FROM AND AGAINST ALL CLAIMS, COSTS OR EXPENSES OF ANY KIND (INCLUDING LEGAL FEES, EXPERT FEES, OR OTHER DISBURSEMENTS) AND FROM ANY LIABILITIES OR DAMAGES WHATSOEVER, INCLUDING ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, OR ANY OTHER LOSSES, WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, REGARDLESS OF WHETHER OR NOT SUCH LIABILITY OR DAMAGES ARISE IN CONTRACT, TORT, NEGLIGENCE, EQUITY, STATUTORILY, OR OTHERWISE, IN CONNECTION WITH (I) ACCESS TO OR USE OF THIS PLATFORM OR IN THE DELAY OR INABILITY TO USE THIS PLATFORM; OR (II) ANY CONTENT, INFORMATION, DATA, COMMUNICATIONS, ACTIVITIES, PRODUCTS OR SERVICES ASSOCIATED WITH THIS PLATFORM; OR (III) YOUR DOWNLOADING OF ANY MATERIALS, TEXT, DATA, IMAGES, VIDEO OR AUDIO FROM THIS PLATFORM; OR (IV) ANY CONTENT YOU POST, SUBMIT, UPLOAD, DISTRIBUTE ON THE PLATFORM; OR (V) YOUR VIOLATION OF ANY THIRD-PARTY RIGHTS IN CONNECTION WITH YOUR USE OF THE PLATFORM; OR (VI) ANYTHING OTHERWISE, INCLUDING BUT NOT LIMITED TO ANYTHING CAUSED BY ANY TRANSMISSION DEFECTS, VIRUSES, BUGS, HUMAN ACTION OR INACTION OF ANY COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS, EVEN IF THERE IS A FUNDAMENTAL BREACH OR IF IMPERIAL TOBACCO HAS BEEN ADVISED OF THE POSSIBILITY OF LIABILITY OR DAMAGES.

THE FAILURE BY IMPERIAL TOBACCO, AT ANY TIME OR FOR ANY PERIOD OF TIME, TO EXERCISE OR AVAIL ITSELF STRICTLY OF ANY RIGHT, REMEDY, OR PROVISION PURSUANT TO THESE TERMS OF USE OR AVAILABLE AT LAW SHALL NOT BE CONSTRUED AS A WAIVER OF SUCH RIGHT, REMEDY, OR PROVISION, OR OF ANY OTHER RIGHT, REMEDY, OR PROVISION OF THESE TERMS OF USE OR AVAILABLE AT LAW OR OF THE RIGHT TO ENFORCE OR TAKE ADVANTAGE OF SAME.

20. Governing Law.

This Platform is created and controlled by Imperial Tobacco in the Province of Québec, Canada. As such, the laws of the Province of Québec, and the federal laws of Canada applicable therein, shall govern this Platform and the activities and content thereon, including these disclaimers and Terms of Use, without giving effect to any principles of conflicts of law.