Terms and Conditions for Norweld.com

Last Updated: October 26, 2023

I. Introduction & Acceptance of Terms

Welcome to Norweld.com. These Terms and Conditions (“Terms”) govern the access to and use of the website located at Norweld.com (the “Site”), which is owned and operated by Nor-Weld Ltd., having its head office at 449 West Street South, Orillia, Ontario L3V 5H2, Canada (“Norweld”, “we”, “us”, “our”). These Terms apply to all visitors, users, and others who access or use the Site (“User”, “you”, “your”).

It is imperative to establish clarity regarding the entity governed by these Terms. Norweld, as defined herein, refers exclusively to Nor-Weld Ltd., the Ontario-based corporation specializing in steel fabrication, installation, and welding services. These Terms do not apply to any other entity with a similar name, such as the separate aluminum tray and canopy manufacturer operating internationally.

By accessing, browsing, or using this Site, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions and our Privacy Policy, which is incorporated herein by reference (please see Section IX for details). If you do not agree to these Terms or the Privacy Policy, you must cease accessing and using this Site immediately. The act of using the Site constitutes a legally binding acceptance of these Terms, forming a contract between you and Norweld under applicable Ontario law.

You represent and warrant that you possess the legal right, capacity, and ability to agree to these Terms and use the Site in accordance with them. If you are accessing or using the Site on behalf of a corporation or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In such event, “you” and “your” will refer and apply to that entity, jointly and severally with you as an individual.

Table 1: Key Definitions

Defining these terms upfront ensures clarity and consistency throughout this document, reducing potential ambiguity in interpreting the rights and obligations outlined herein.

II. Website Use and Conduct

Permitted Use: Norweld grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site solely for personal, non-commercial, informational purposes related to evaluating Norweld’s Services (including structural steel fabrication and installation, open web steel joist, metal deck, steel stairs and railings, job shop welding, and custom fabrication). This license permits you to view Site Content and to contact Norweld for inquiries, including requests for quotes or information about potential projects.

Prohibited Activities: As a condition of your use of the Site, you agree not to engage in any of the following activities:

1. Using the Site for any purpose that is unlawful or prohibited by these Terms, or that violates any applicable federal, provincial (including Ontario), local, or international law or regulation.
2. Infringing upon or violating Norweld’s intellectual property rights or the intellectual property rights of others, including copying, distributing, or disclosing any part of the Site in any medium, or using any trademarks without authorization. This includes the unauthorized use, copying, or distribution of any technical information, designs, project details, or specifications displayed on the Site, which constitute valuable intellectual property related to Norweld’s fabrication and installation business.
3. Posting, uploading, or transmitting any material that is hateful, abusive, harassing, threatening, defamatory, pornographic, indecent, profane, obscene, libelous, invasive of another’s privacy, or otherwise objectionable.
4. Transmitting, installing, uploading, or otherwise transferring any virus, worm, Trojan horse, or other harmful or malicious code, file, or program designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment connected to or through the Site.
5. Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
6. Using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission, or bypassing any measures we may use to prevent or restrict access to the Site.
7. Interfering or attempting to interfere with the proper working of the Site or any activities conducted on the Site.
8. Collecting or harvesting any personally identifiable information, including account names (if applicable), from the Site, or using the Site to solicit others for commercial purposes without authorization. Such collection without consent would contravene fundamental privacy principles under Canadian law.
9. Impersonating or attempting to impersonate Norweld, a Norweld employee, another user, or any other person or entity.
10. Engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by Norweld, may harm Norweld or users of the Site or expose them to liability.

Linking prohibited activities explicitly to legal frameworks, such as noting that intellectual property infringement violates copyright and trademark laws or that unauthorized data harvesting contravenes privacy legislation like PIPEDA , underscores the seriousness of these restrictions and clarifies that they reflect legal obligations, not merely arbitrary site rules.

III. Intellectual Property Rights

Ownership: The Site and its entire contents, features, and functionality, including but not limited to all information, software, text, displays, images, video, audio, graphics, logos, designs, and the selection and arrangement thereof (collectively, the “Content”), are owned by Norweld Ltd., its licensors, or other providers of such material. This Content is protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Defining “Content” broadly in this manner ensures that all elements contributing to the Site’s composition are covered by these ownership claims and the associated usage restrictions.

Trademarks: The Norweld name, the Norweld logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Norweld Ltd. or its affiliates or licensors. You must not use such marks without the prior written permission of Norweld. Any unauthorized use is strictly prohibited and may constitute trademark infringement.

Limited License Restrictions: The limited license granted in Section II permits you to use the Site for specified personal, non-commercial, informational purposes only. This license is strictly limited and does not grant you any rights to:

• Modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium any Content from the Site, except as explicitly permitted by these Terms or with prior written consent from Norweld.
• Make any commercial use of the Content.
• Include the Content in or with any product or service that you create or distribute.
• Copy or frame the Content onto your own or any other website.
• Use any illustrations, photographs, video or audio sequences, or graphics separately from the accompanying text.
• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Site.

No right, title, or interest in or to the Site or any Content on the Site is transferred to you, and all rights not expressly granted are reserved by Norweld. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. Explicitly detailing what the limited license does not permit provides clearer boundaries for users and strengthens the protection of Norweld’s intellectual property compared to only stating the permitted uses.

IV. User Accounts

(Note: This section is included as a placeholder. Based on the current understanding of Norweld.com’s functionality , user account creation is not available. If such functionality is introduced in the future, this section should be reviewed, potentially activated, and adapted accordingly. Including it when not applicable adds unnecessary complexity.)

Should Norweld implement user account features on the Site, the following terms would apply:

• Account Creation: To access certain features, you might be required to create an account. You agree to provide true, accurate, current, and complete information during the registration process.
• User Responsibility: You are solely responsible for maintaining the confidentiality of your account password and for all activities that occur under your account. You agree not to disclose your password to any third party.
• Accuracy of Information: You agree to update your account information promptly if it changes to ensure it remains accurate, current, and complete.
• Security Notification: You must notify Norweld immediately upon becoming aware of any breach of security or unauthorized use of your account.
• Termination Rights: Norweld reserves the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof) if you provide any information that is untrue, inaccurate, not current, or incomplete, or if Norweld has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, or if you violate these Terms or use the Site for illegal purposes.

V. Third-Party Links

The Site may contain links to other websites or resources provided by third parties. These links are provided for your convenience only. The inclusion of any link does not imply affiliation, endorsement, investigation, verification, or monitoring by Norweld of any information contained in any third-party site.

Norweld has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. We are not responsible for the content, privacy policies, or practices of any third-party websites or services. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use and privacy policies for such websites. This disclaimer is crucial for mitigating Norweld’s risk, as it clarifies that Norweld is not liable for issues originating from external sites, such as malware infections, inaccurate information presented, or privacy breaches occurring on those linked platforms.

VI. Disclaimers of Warranties

You understand and agree that your use of the Site, its Content, and any services or items obtained through the Site is at your own risk. The Site, its Content, and any services or items obtained through the Site are provided on an “as is” and “as available” basis, without any warranties of any kind, either express or implied.

While Norweld strives to provide accurate and up-to-date information, neither Norweld nor any person associated with Norweld makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Site or its Content. Without limiting the foregoing, neither Norweld nor anyone associated with Norweld represents or warrants that the Site, its Content, or any services or items obtained through the Site will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our Site or the server that makes it available are free of viruses or other harmful components, or that the Site or any services or items obtained through the Site will otherwise meet your needs or expectations.

Disclaimer Regarding Services and Estimates: Information provided on the Site regarding Norweld’s Services is for general informational purposes only. Such information does not constitute a binding offer, representation, or warranty regarding the Services. Specifically, any pricing information, project descriptions, or discussions of capabilities on the Site are illustrative and do not constitute a formal estimate, particularly for the purposes of consumer protection legislation.

Norweld provides services to various sectors, including residential clients. For residential projects where the client is a “consumer” under Ontario’s Consumer Protection Act, 2002 (or its successor legislation), formal estimates for services will be provided separately from this Site in a manner compliant with applicable law, including Section 10 of the Act which stipulates that a supplier cannot charge a consumer a price that exceeds the estimate by more than 10% unless the consumer consents to an amended estimate or requests additional/different services. Information obtained through this Site should not be relied upon as a formal estimate subject to these legislative requirements. This clarification is critical to manage expectations and mitigate legal risks associated with potential misinterpretations of website content as binding estimates under the Ontario Consumer Protection Act, especially given that the Act applies to construction contracts with consumers. Stating clearly that formal, CPA-compliant estimates are handled separately is a prudent approach for website terms.

General Disclaimer: To the fullest extent permitted by applicable law, including the laws of Ontario, Norweld hereby disclaims all warranties of any kind, whether express or implied, statutory, or otherwise, including but not limited to any warranties of merchantability, non-infringement, fitness for particular purpose, durability, and title. The inclusion of “to the fullest extent permitted by law” acknowledges that certain warranties or liabilities, particularly in consumer transactions, may not be legally excludable under statutes like the Consumer Protection Act.

The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

VII. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING THE LAWS OF THE PROVINCE OF ONTARIO), IN NO EVENT SHALL NORWELD LTD., ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE), ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

SUCH EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND OTHER INTANGIBLE LOSSES, EVEN IF NORWELD OR AN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. Listing these specific categories of excluded damages provides greater clarity and strengthens the limitation compared to a purely generic clause.

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, NORWELD IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE SITE OR ANY CONTENT, NORWELD’S TOTAL AGGREGATE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (I) ONE HUNDRED CANADIAN DOLLARS ($100.00 CAD) OR (II) THE AMOUNT YOU HAVE PAID TO NORWELD, IF ANY, IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE (though it is anticipated users generally do not pay fees for accessing Site information).

These limitations of liability work in conjunction with the disclaimers in Section VI. However, it must be recognized that certain liabilities, particularly those arising from breaches of consumer protection laws like the Ontario Consumer Protection Act or fundamental breaches of contract, may not be limitable or excludable by law. Therefore, these limitations apply only to the extent legally permissible.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

VIII. Indemnification

You agree to defend, indemnify, and hold harmless Norweld Ltd., its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to:

1. Your violation of these Terms and Conditions.
2. Your use of the Site, including, but not limited to, any use of the Site’s Content, services, and products other than as expressly authorized in these Terms.
3. Your violation of any law or the rights of a third party (including, without limitation, infringement of intellectual property rights or violation of privacy rights).

. This clause serves as a critical risk-shifting mechanism. Should your actions related to the Site (such as breaching these Terms or violating laws) result in legal claims or costs incurred by Norweld, this provision contractually obligates you to cover those resulting expenses, protecting Norweld from the financial consequences of your conduct.

IX. Privacy and Personal Information

Norweld is committed to protecting your privacy. All personal information we collect through or in connection with this Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Please review our [Insert Link to Norweld.com Privacy Policy Here] to understand our practices regarding the collection, use, disclosure, and protection of personal information. Our Privacy Policy outlines how we comply with applicable Canadian privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA), and its fair information principles (such as Accountability, Identifying Purposes, Consent, Limiting Collection, Limiting Use, Disclosure, and Retention, Accuracy, Safeguards, Openness, Individual Access, and Challenging Compliance).

It is standard practice and legally prudent to maintain a separate Privacy Policy detailing data handling practices, while the Terms and Conditions govern the overall use of the Site. These Terms therefore reference and incorporate the Privacy Policy but do not replicate its detailed contents. Explicitly mentioning PIPEDA compliance signals adherence to Canadian privacy standards and fulfills transparency obligations under the Act.

X. Amendments to Terms

Norweld reserves the right, in its sole discretion, to revise, modify, or update these Terms at any time. All changes are effective immediately when we post them on the Site and apply to all access to and use of the Site thereafter.

We will indicate that changes have been made by updating the “Last Updated” date at the top of these Terms. While we may also post a notice on the Site’s homepage for a reasonable period following significant changes , it is your responsibility to review these Terms periodically for updates.

Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes. If you do not agree to the amended Terms, you must stop using the Site. The ability for Norweld to amend these terms unilaterally, with notice provided via posting and acceptance linked to continued use, is essential for adapting to evolving legal requirements and business needs without requiring individual consent for every modification.

XI. Termination

Norweld may, in its sole discretion, terminate or suspend your access to all or part of the Site, without notice or liability, for any reason or no reason, including, without limitation, if Norweld believes that you have violated or acted inconsistently with the letter or spirit of these Terms.

You may discontinue your use of the Site at any time.

Upon termination, your right to use the Site will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions (Section III), warranty disclaimers (Section VI), indemnity (Section VIII), limitations of liability (Section VII), governing law and jurisdiction (Section XII), and severability (Section XIII). The survival of these specific clauses is crucial to ensure that Norweld’s core protections and rights regarding past use (such as IP ownership, liability limits, and indemnification obligations) remain enforceable even after the user’s access to the Site has ended.

XII. Governing Law and Jurisdiction

All matters relating to the Site and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Site shall be instituted exclusively in the provincial courts of Ontario located in the City of Toronto, or the Federal Court of Canada, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You hereby consent and submit to the exclusive jurisdiction of these courts in any such action or proceeding and waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Selecting Ontario law and courts provides legal predictability for Norweld, as it operates within this jurisdiction , and prevents litigation in potentially inconvenient or unfavorable forums where users might be located.

XIII. Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be severed, or eliminated or limited to the minimum extent necessary, such that the remaining provisions of the Terms will continue in full force and effect. This clause acts as a safeguard, ensuring that the unenforceability of one part does not void the entire agreement, thereby preserving the remaining terms and the overall contractual relationship.

XIV. Entire Agreement

These Terms and our Privacy Policy constitute the sole and entire agreement between you and Norweld Ltd. with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Site. This provision clarifies that the written Terms and Privacy Policy represent the complete agreement regarding Site use, precluding reliance on any other prior statements or understandings.

XV. Contact Information

If you have any questions or concerns about these Terms and Conditions or the Site, please contact us at:

Nor-Weld Ltd. 449 West Street South Orillia, ON L3V 5H2 Canada

Phone : 1 (705) 326-3619 Email: [email protected]

. Providing clear and accessible contact information facilitates communication and aligns with transparency principles important under privacy laws like PIPEDA