TERMS AND CONDITIONS

Thank you for your interest in the TasteMakers portal (the “Portal”), which may from time to time be made available to you (“you”, “your”) by Cookhouse Inc. (“Cookhouse”, “us”). One of the main purposes of the Portal is for Cookhouse to create an “open innovation” space where Cookhouse and the Portal’s registered users (each, a “Registered User”) may generate ideas, and create, explore and test possible solutions (each a “Solution”) to common and individual insurance issues in a collaborative manner. As a participant of the Portal, you may submit ideas (“Your Submissions”) to challenges (as created by Cookhouse or a Registered User) hosted on the Portal (each, a “Challenge”). By registering or otherwise using the Portal, you acknowledge and agree that you have read, understood and agree to be bound by these terms and conditions (these “Terms”).

In using the Portal and sending Your Submissions to us, you will also be subject to Cookhouse’s Website Terms of Use and Cookhouse’s Privacy Policy, which are incorporated into these Terms by reference.

Please read these Terms, the Website TOU and the Privacy Policy carefully. This is a binding contract. If you do not agree to these Terms, the Website TOU or the Privacy Policy, do not use the Portal or send Your Submissions to us.

1. Authority to Enter These Terms

In order for the efficient and effective operation of the Portal, Cookhouse must be satisfied that you have the right to enter into and be bound by these Terms and to grant the rights described in these Terms without breaching, violating or infringing the rights of any other person or entity.

Accordingly, you represent and warrant that:

• if you are agreeing to these Terms on behalf of a company or other legal entity, you have the legal authority to bind that company or other legal entity to these Terms; and
• you are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract by accepting a contract online and have the full right, power and authority to enter into and comply with your obligations under these Terms.

2. Specific Terms for Challenges with a Prize

Some Challenges may offer a prize for which Your Submissions may be eligible. For such Challenges, the eligibility and rules for such prize will be presented with the Challenge on its respective site in the Portal.

3. Registered User’s Freedom to Use and Disclose Your Submissions

These Terms shall apply to Your Submissions. Any other terms or conditions that you may stipulate in Your Submissions shall not be effective. To the extent that you desire to preserve any rights to Your Submissions, it shall be your sole responsibility to do so by entering into appropriate written agreements with any and all relevant parties. You are under no obligation to introduce, disclose, share, or use any of Your Submissions or any other information provided by one or more of the Registered Users.

To the extent that you do introduce, disclose, share or use any of Your Submissions or any other information provided by one or more of the Registered Users, such actions shall be at your sole discretion and risk.

You acknowledge and agree that Your Submission may be stored, accessed, processed or otherwise handled in any jurisdiction in the world.

You further acknowledge and agree that Cookhouse’s insurance industry innovation lab located in Toronto, Ontario (the “Lab”), and certain Cookhouse employees and members working in or participating in the Lab (each an “Authorized User”), will have access to and may use Your Submissions.

In relation to Your Submissions, you hereby grant to:

• all Registered Users, a non-exclusive, irrevocable, perpetual, world-wide, royalty-free right and license to copy, distribute, translate, modify, in any manner whatsoever, Your Submissions (including their contents), in whole or in part; and
• Cookhouse or an Authorized User, subject to any express written agreement to the contrary, a non-exclusive, irrevocable, perpetual, world-wide, royalty-free license to use and exploit, in any manner whatsoever, Your Submissions (including their contents), in whole or in part, including, without limitations, to further develop, discover, invent, conceive or create on Your Submission in the Lab or using property or other resources of the Lab, whether developed prior or subsequent to the date on which you made Your Submission (each development in the Lab, or using Lab resources, a “Cookhouse Development”).

Cookhouse shall be the exclusive owner of any Cookhouse Development and any related intellectual property rights therein. Further, you hereby irrevocably and perpetually waive any and all moral rights in any Cookhouse Development. To the extent required by Cookhouse, you shall, and, if you are a corporation, you shall cause your directors, officers, employees, consultants, or independent contractors, to execute such documents as Cookhouse may reasonably request and require to secure and evidence its ownership of any Cookhouse Development, including, without limitation: (i) the assignment of and/or agreement to assign any intellectual property rights in any Cookhouse Developments to you or Cookhouse, as applicable; and (ii) provide an irrevocable, perpetual waiver in favour of you or Cookhouse, as applicable, of all rights, title, interests and benefits in and to the moral rights in all Cookhouse Developments.

4. No Creation of Confidential Relationship with Cookhouse or any Registered User

None of Cookhouse, any Authorized User, any Registered User, or any of their respective affiliates, wishes to receive any information that you regard as being confidential, sensitive or proprietary. Therefore, by sending Your Submissions, you acknowledge and agree that Your Submissions do not contain any confidential, sensitive or proprietary information and that no confidential, fiduciary or similar relationship is created between: (a) you and Cookhouse; (b) you and any Authorized User; or (c) you and any Registered User. You agree that Cookhouse, each Authorized User and each Registered User has the right, but not the obligation, to use your name and any other information about you in connection with the review and use of Your Submission.

5. No Obligation for Registered User to Review Your Submissions

None of Cookhouse, any Authorized User, or any Registered User has an obligation to review Your Submissions or to enter into any relationship with you. However, you acknowledge and agree that Cookhouse, any Authorized User and any Registered User, is entitled to review Your Submissions, and in connection therewith, share Your Submissions with any other person or organization that any one of them may involve in any such review.

6. Similarity between Solutions and Your Submission

By making Your Submission, you acknowledge and agree that Cookhouse, any Registered User, and their designees, may independently create or obtain many submissions that may be similar or identical to Your Submission. You hereby irrevocably and forever waive, and covenant and agree that you shall not bring, any legal claim or action that you may have now or in the future under any theory of law in any territory, based on a claim or other allegation that any Solution (including any Cookhouse Development) is based upon or is similar or identical to any of Your Submissions.

7. Your Representations, Warranties and Covenants

You represent, warrant and covenant that:

• you are legally entitled to send Your Submission to us and your sending of it will not violate the rights of any third party or any local, provincial, state, federal or foreign law, including patent rights, copyrights, trademark rights, trade secret rights, confidentiality agreements, any personality right, any right of publicity, right of privacy or any other right;
• all authors of any copyright works included in Your Submission have perpetually and irrevocably waived their respective moral rights in such works;
• Your Submission does not contain any content that is unlawful, defamatory, libelous or otherwise objectionable;
• Your Submission does not contain any software viruses or malware;
• you will not use the Portal for any purposes that is unlawful;
• you will not use the Portal in any manner that could damages, disable, overburden or impair any Cookhouse or Registered User server, or any networks connected to any Cookhouse or Registered User server, or that could otherwise interfere with any other person’s or entity’s use and enjoyment of the Portal;
• you will not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Portal; and
• Cookhouse retains all right, title and interests in and to the Portal, including all copyrights, patents, trade secrets, trademarks and other intellectual property rights.

8. Disclaimer of Warranties; No Liability for Use of Site

This Portal provided by Cookhouse and the information provided by one or more Registered Users at the Portal is provided on an “as is” and “as available” basis. Cookhouse disclaims any warranty of the accuracy, adequacy, timeliness, availability or completeness of the Portal or information provided at the Portal, and further disclaims any liability for any errors or omissions. No warranty or condition of any kind (implied, express, legal, or statutory) is given by Cookhouse in relation to the Portal or the information provided at the Portal.

To the maximum extent permitted by law, in no event will Cookhouse be liable for any damages, losses or expenses (including direct, indirect, special, incidental, consequential or punitive damages) arising from: (1) your use or inability to use the Portal or any information provided at the Portal; (2) any failure or delay by Cookhouse, a Registered User or an Authorized User to review or consider Your Submission or to elect not to engage in any relationship with you; (3) any error, omission, interruption, defect, delay, computer virus, system failure, loss of data or otherwise, even if Cookhouse, a Registered User or an Authorized User, or their representatives, are advised of the possibility of such damages, losses of expenses.

9. Governing Law

These Terms shall be interpreted and construed in accordance with the laws of the province of Ontario and the laws of Canada, as applicable, exclusive of any choice of law principle that would require the application of the law of a different jurisdiction. These Terms will be deemed to have been made and performed in the province of Ontario.

10. English Language

The parties to these Terms have expressly requested that these Terms and any documents related thereto be drafted in English. Les parties aux présentes ont expressément requis que ces conditions d’utilisation et tous les documents y afférents soient rédigés en langue anglaise.