End User Agreement
Acceptance of Terms
Please read these Terms carefully before using or accessing any content or materials offered by the Alzheimer Society of Canada (“ASC”) on the Platform (the “Content”). These Terms take effect when you use any of the Content or access the Platform. If you are not agreeing to these Terms, please do not use or access the Platform (Content). You represent to ASC that you are lawfully able to enter into contracts (e.g., you are not a minor or have permission to do so). If you are agreeing to these Terms on behalf of an entity, you represent to ASC that you have legal authority to bind that entity. For purposes of these Terms, “you” means you and the entity you represent and also refers to any person accessing the Content by any method on your behalf.
1. Definitions
“Content” means the materials and content provided by ASC on the platform.
“Platform” means ASC’s learning management system (“LMS”) platform provided through 360 Learning.
“Intellectual Property Rights” means patents, rights to inventions, copyright, moral rights, trademarks and service marks, business names and domain names, goodwill and rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Terms” means this Agreement and the terms and conditions set out herein.
2. Grant of License
Subject to the Terms, ASC grants you a no-fee, non-exclusive, non-transferable, limited, and revocable license, without the right to sublicense, to access the Content “AS-IS” via the Platform strictly for educational and support purposes consistent with the mission of ASC. ASC expressly reserves all other rights.
Restrictions. You will not, nor will you allow a third party to, (i) copy (except as expressly permitted by ASC) or modify, the Content; (ii) sell, sub-license, rent or offer the Content to any third party; (iii) use the Content in any manner other than via the LMS; (iv) merge the Content with any other software or materials; (v) translate, adapt, vary, or modify the Content; (vi) remove any copyright or notices; or (vii) use the Content in a manner that is inconsistent with the mission of ASC.
Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Content and/or the Platform, whether express, by implication, estoppel, or otherwise. All right, title, and interest in and to the Content is and will remain with ASC and its licensors.
3. Ownership
ASC and its licensors own all right, title, and interest including all Intellectual Property Rights, in and to the Content as well as any and all related materials, any Content-related suggestions, ideas, enhancements, requests, feedback, and recommendations provided by you to ASC. Nothing contained on the Platform or these Terms should be construed as granting any license or right to use any trademark or Content without our prior written permission.
4. No Warranties
CONTENT IS PROVIDED “AS IS,” AND WITHOUT A WARRANTY OF ANY KIND.
TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ASC DISCLAIMS ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE CONTENT DELIVERED HEREUNDER AND THE PLATFORM USED FOR DELIVERY THEREOF, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
5. Limitation of Liability
ASC SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY NATURE IN CONNECTION WITH THE USE OF THE CONTENT OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OF, DAMAGE TO OR CORRUPTION OF DATA OR ANY INDIRECT OR CONSEQUENTIAL LOSS, IN EACH CASE HOWSOEVER ARISING, WHETHER SUCH LOSS OR DAMAGE WAS DIRECT OR INDIRECT, FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES AND WHETHER ARISING IN OR CAUSED BY BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE.
Nothing in this Agreement shall operate to exclude or limit ASC’s liability for any liability which cannot be excluded or limited under applicable law.
SUBJECT TO THE DISCLAIMERS ABOVE, ASC’S AGGREGATE LIABILITY IN RESPECT OF CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR USE OF THE CONTENT, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED C$50.00 (FIFTY CANADIAN DOLLARS).
6. Confidentiality
“Confidential Information” means non-public information that ASC discloses, or has disclosed, to you which is designated as being confidential or proprietary, or which is of a nature or presented under circumstances that would cause one to reasonably conclude it should be treated as confidential. Confidential Information will not include any information that: (i) is or subsequently becomes publicly available without breach of any obligation of confidentiality by you; (ii) became rightfully known to you prior to disclosure of such information ASC; (iii) became known to you from a source other than ASC; or (iv) is independently developed by you without the use of any Confidential Information received from ASC. You will not disclose the Confidential Information to any third party except to the extent necessary to carry out the purposes of this Agreement. You may use the Confidential Information solely for the purposes under this Agreement. You acknowledge that monetary damages may not be a sufficient remedy for the unauthorized disclosure of Confidential information and ASC may be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
7. Compliance with Laws
You agree to comply with all applicable laws related to the use of the Content and Platform.
8. Term and Termination
These terms are effective from the date you first access the Content. ASC may terminate this Agreement immediately without notice and without cause. Upon termination, your access to the Platform the Content shall immediately cease.
9. Other Terms
Entire Agreement: These Terms constitute the entire agreement and understanding between you and ASC. Any other terms, conditions, or policies from any other agreements, including but not limited to, written communications, click-throughs, or oral communications, are null and void.
Assignment: You are not permitted to sublicense the Content or assign these Terms to third parties without ASC’s prior written permission.
Choice of Law and Forum: These Terms and any Order will be governed by the laws of the Province of Ontario and Canada without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be in the applicable courts located in Toronto, Ontario and the parties irrevocably consent to personal jurisdiction of such courts and waive all objections thereto.
Severability: If any of these provisions is held invalid, illegal, or unenforceable, such provision will be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remaining provisions will not be affected or impaired.
Waiver: ASC’s failure to enforce strict performance of any provision hereof does not constitute a waiver of the right to subsequently enforce such provision.
Force Majeure: ASC shall have no liability to you under this Agreement if ASC is prevented from or delayed in performing our obligations hereunder to the extent such delay or failure is caused by fire, flood, strike, civil, governmental or military authority, act of God, labor conditions, earthquakes, acts of terrorism or war, Internet or telecommunications failure, pandemic or any other cause beyond its reasonable control.
To learn more about the commitments of the Alzheimer Society Canada in terms of confidentiality, please consult the Alzheimer Society Canada's privacy policy.
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