|CARSability legal agreement|
The Centre wants YOU to fully understand the terms and conditions surrounding the information YOU provide to the Centre and how that information is to be used.
All of YOUR personal information (“Personal Information”) provided to the Centre is protected under the federal Privacy Act [R.S. 1985, c. P-2], as amended from time to time, and/or other applicable provincial privacy legislation.
This means that the Centre has an obligation to inform YOU what Personal Information is being collected, the purpose for which it is being collected/used and that YOU have a right of access to Personal Information YOU provide to the Centre.
Personal Information is collected by the Centre to allow the Centre to better tailor its content and services to individual users’ needs and to better understand the demographics of the Canadian automotive industry (“the Industry”).
THE CENTRE’S COMMITMENT TO YOU:
The Centre is committed to:
providing YOU with a safe and secure environment in which to view, transmit and receive electronic information;
respecting YOUR rights to privacy, both online and otherwise;
disclosing to YOU what information the Centre may gather and how the Centre uses this information;
keeping YOUR Personal Information safe and secure by the use of user names and passwords, secure server encryption, firewall and/or other such security technology;
providing YOU with access to the Personal Information the Centre has on file about YOU in order to allow YOU to review or correct YOUR information as appropriate;
using statistical information gathered from users’ use of the Centre’s Website for the benefit of planning training and other activities in the Industry; and,
making YOUR use of the Centre’s Website both an enjoyable and educational experience.
The range of products and services the Centre offers continues to expand and the technology the Centre uses continues to change, but no matter how its business changes, the Centre will always do its best to protect YOUR privacy.
PLEASE TAKE THE TIME TO READ THIS DOCUMENT THOROUGHLY SO AS TO UNDERSTAND THE PERSONAL INFORMATION YOU ARE AUTHORIZING THE CENTRE TO COLLECT, THE USES AND DISCLOSURES YOU ARE AUTHORIZING THE CENTRE TO MAKE IN REGARD TO THIS INFORMATION AND THE CONSENTS YOU ARE PROVIDING TO THE CENTRE IN REGARD THERETO.
THE CONTRACT BETWEEN YOU AND THE CENTRE:
CAUTION: BY CLICKING YOUR CONSENT, PROVIDING THE CENTRE WITH YOUR PERSONAL INFORMATION AND COMPLETING THE REGISTRATION PROCESS, YOU ARE:
PROVIDING THE CENTRE WITH YOUR CONSENT FOR THE CENTRE’S COLLECTION AND USE OF YOUR PERSONAL INFORMATION FOR THE PURPOSES SET OUT HEREIN;
PREAMBLE, RECITALS AND ACKNOWLEDGEMENTS:
The above preamble, recitals and acknowledgements are incorporated into and form an integral part of this Contract.
CAPACITY TO CONTRACT/ADULT RESPONSIBILITY:
YOU represent and warrant that YOU are at least eighteen (18) years of age and that YOU possess the legal right to contract with the Centre.
YOU agree to be responsible for and indemnify the Centre for the actions of any minor(s) or person(s) under a disability who use YOUR computer, YOUR user name or YOUR password to access the Centre’s Website.
If YOU are a corporate or business user, YOU warrant that YOU have the authority of the corporation or business to contract with the Centre and YOU agree to be responsible for and indemnify the Centre for the actions of any person(s) YOU authorize to use the Centre’s Website and/or any unauthorized person who uses YOUR computer, YOUR user name or YOUR password to access the Centre’s Website.
The Centre reserves the right to request verification of YOUR identity and authority to contract, including photo ID and incorporating documentation where applicable; this documentation together with other Personal Information will be retained by the Centre in YOUR personal Centre profile.
THIS IS AN ELECTRONIC CONTRACT - ENFORCEABLE AT LAW:
The assent to this Contract, and any amendments hereto, through electronic means of acceptance (i.e. clicking I ACCEPT) by YOU or any user utilizing YOUR user name and associated password, is equivalent to YOUR written signature on a contract, and YOU agree to be bound to such contract as if YOU had personably signed the same on paper.
YOU will provide the Centre with accurate and complete registration/contact information and advise the Centre promptly of any changes thereto. If YOU don't provide this information or update it in a timely manner, YOU will be in breach of the Contract - allowing the Centre to immediately terminate YOUR use of the Centre’s Website.
When YOU register with the Centre for use of the Centre’s Website, YOU will be assigned a user name and the Centre may assign or allow YOU to select a password. YOU may not select a password that violates anyone's rights or one which, in the Centre’s sole discretion, it considers offensive, improper or inappropriate. If YOU do, the Centre can modify or delete it and, if necessary, assign YOU a new password.
Use of the Centre’s Website is personal to YOU.
YOU may not allow others to use YOUR user name, password or the Centre’s Website, directly or indirectly, nor upload, distribute, transmit, communicate, link to, publish or access any material or information through, using or otherwise in connection with the Centre’s Website.
THE INFORMATION COLLECTED BY THE CENTRE
Like most organizations, the Centre collects and uses Personal Information about its customers, subscribers and visitors to the Centre’s Website.
Personal Information will only be collected by the Centre in a fair and lawful manner and as provided for herein.
Personal Information means any information about YOU as an identifiable individual, including YOUR account, user profile and evaluation results/scores.
Personal Information will be collected from YOU by the Centre when YOU register for use of the Centre’s Website and thereafter through YOUR use of the Centre’s Website.
The Personal Information gathered will relate to what YOU are interested in doing on the Centre’s Website and may include:
First name, Last name, Middle Name, Phone Number(s), Address, City, Province, Postal Code, Age (birth date), Credit Card Information, Email Address, Fax Number, Secret Question, User Name, Password, Current Employer, Banking Information, Special Needs, Billing Information, Billing Address, Employment History, Industry Affiliations, Areas of Specialization, Areas of Interest, Particulars of your use of the Centre’s and its affiliates’ Websites, Past Training and Skills Evaluation Results/Scores Training Recommendations, model/type of computer equipment used
THE CENTRE WILL NOT USE OR DISCLOSE YOUR PERSONAL INFORMATION TO ANY THIRD PARTY EXCEPT AS SET OUT IN THE CONTRACT.
The Centre collects YOUR Personal Information online so to provide YOU with a “personalized” website experience and to better assess YOUR skills - the more the Centre knows about YOU as an individual, including YOUR past training, experience, employment history and other skills, the more useful the information and services the Centre can offer to YOU, YOUR employers/managers and the Industry.
is Personal Information that is collected by the Centre for analyzing information collected from its specific users;
is not anonymous information, and YOU are personally identified in this information which is collected by the Centre. For example, once YOU log in using YOUR user ID and password, the system will know who YOU are and track YOUR activities while on line;
will be collected and stored in the Centre’s data base until the earlier of: (1) YOUR request to have the Personal Information deleted; or, (2) the Centre no longer requiring this information for its legitimate purposes;
includes the business or company YOU are with, YOUR evaluation results/scores (*see Evaluation Results/Scores section below), who is paying for YOUR training and evaluation and the services YOU are accessing on the Centre’s Website including any links thereto; and,
will be gathered and collated, and the resulting statistical information will be available both to the Industry and to businesses and corporations who are funding YOUR training and/or evaluation. For example, a business may be shown how many of its users have been online, how many have taken courses and any user’s evaluation results/scores.
Other Personal Information that is collected by the Centre includes:
Business information - which is information that is collected by examining the workings of a business account. For example, the list of users belonging to a business and the statistics collected from all the evaluations taken in that business’s name, etc. will be collected in the Centre’s database AND REPORTED TO THE BUSINESS PAYING FOR THE CENTRE’S SERVICES.
Corporation information - which is information collected by tracking the workings of a corporate account. This includes all businesses attached to the corporation and all the users attached to those businesses. For example, information may be collected for a corporation, such as a total of all the evaluation results/scores received on all evaluations taken in the name of that corporation, and reported to the corporation paying for the Centre’s services on YOUR behalf. Corporate information also involves the collection of data about a corporation. This data will include corporate logos, colours, credos, brand names, etc. These preferences will be used to represent the corporation’s brand to corporate users.
Authorized Employee Lists - which are lists of all authorized employees and individuals (“Authorized Employees”) attached to a particular corporate or business account. Authorized Employees may log onto the Centre’s Website and take part in training and/or evaluations offered and/or assigned by their employer/manager. Authorized Employees will have assigned evaluations paid for by their employer/manager and evaluation results/scores WILL be reported to their employer/manager.
General Settings - which describe YOUR user preferences. For example, colour preferences, menu settings, favourite links, etc. These settings will be collected to keep track of how users, businesses and corporations want to organize their accounts.
Anonymous Information - which is information gathered by tracking anonymous actions provided by users’ browsers. This information can locate the IP address of the computer from which the user is interacting with the Centre’s Website.
Your Personal Portfolio:
The Centre will create a personal portfolio (“the Portfolio”) to track YOUR ongoing professional development and achievements in the Industry;
The Portfolio allows YOU to catalogue the training and/or skill evaluations YOU have taken and record the training plan YOU have implemented to address any of YOUR skill gaps and/or areas of specialization pursued;
The Portfolio will reside within the Centre’s data base on the Centre’s Website as part of YOUR Personal Information; and,
The Centre may store and use YOUR Personal Information for its own internal purposes and the Centre reserves the right to access, monitor and retrieve password-protected information to ensure compliance with the Contract.
The Centre collects aggregate information in its data base about the Centre’s Website users, and YOU agree that the Centre can make such statistical non-identifying information available to others in the Industry.
The Centre’s collection of Personal Information will be limited to that necessary for the purposes the Centre has identified to YOU, including making Industry information available to YOU, providing training, evaluation, evaluation feedback, surveying and polling of skills in the Industry.
HOW THE CENTRE USES THE INFORMATION IT COLLECTS:
The Centre collects Personal Information for purposes which include: (1) properly administering the Centre’s Website; (2) providing YOU with information on products or services that might be of interest to YOU; (3) determining and assessing standards in the Industry; (4) evaluation of YOUR skills and training needs; (5) feedback of evaluation results/scores to YOU and YOUR employers/managers; (6) dissemination of information and training in the Industry; (7) billing YOU for any of the Centre’s pay-for-use services; and, (8) furthering the objects of the Centre* as stated in the Centre’s incorporating documents. (*See the Centre’s objects at www.cars-council.ca.)
The Centre retains a record of this Contract, the content of e-mails that YOU send to the Centre, YOUR e-mail address, the Centre’s responses and a record of the use of YOUR Personal Information in order to handle any follow-up questions YOU may have.
The Centre uses the contact information and areas of interest information, as appropriate, in the normal course of its business to build YOUR account profile and the Portfolio, send YOU requested information, provide YOU with its products or services, personalize the delivery of website content to YOU or contact YOU when necessary.
Personal Information is required in order to identify YOU as a customer and to provide YOU with access to the Centre’s existing products and services and other available Industry-related products, services and initiatives that the Centre feels might be of interest to YOU.
Billing information and subscriber use information that is collected is used to track and bill YOU (where applicable) for products and services that YOU request.
In order for the Centre to provide YOU with full service and maximize both YOUR personal and the Industry’s benefits from YOUR use of the Centre’s Website, it may be necessary for the Centre and its affiliated companies, in particular, CARS Network, CARS Training Network Inc. CARS Tools Inc, and CARSability Centre to share Personal Information with each other, including the Portfolio and the passwords YOU have provided or that have been provided to YOU.
The Centre’s Website has several necessary third party content suppliers and trainers who assist in providing the services, materials or other products associated with this site. As part of the operation of the Centre’s Website, these companies may have access to YOUR Personal Information. In particular, the Centre will provide Personal Information to third party suppliers so they can assist in the evaluation of YOUR training and other needs in the Industry.
YOUR PORTFOLIO INFORMATION, EMPLOYMENT HISTORY, SKILLS EVALUATIONS AND EVALUATION RESULTS/SCORES MAY BE SHARED WITH YOUR EMPLOYER/MANAGER TO MONITOR YOUR SKILLS AND TRAINING.
YOUR skills evaluations and evaluation results/scores may be used in the Centre’s data bank to formulate plans for future training needs in the Industry.
The Centre may also use Personal Information and data collected to generate statistics and aggregate reports for internal use, such as new product development and marketing and for sharing with affiliates, subsidiaries, licensees, content suppliers and advertisers.
Cookies are pieces of information that the Centre’s Website may transfer to YOUR computer's hard drive for record keeping purposes (“Cookies”). Cookies are a method used to track YOUR activities on the Centre’s Website.
Cookies in and of themselves do not personally identify users, although they do identify a user's computer. With most internet browsers, YOU can erase Cookies from YOUR computer’s hard drive, block all Cookies or receive a warning before a Cookie is used. Please refer to YOUR browser’s instructions or help screen to learn more about these functions.
YOU NEED TO HAVE COOKIES TURNED ON TO USE INTERACTIVE PARTS OF THE CENTRE’S WEBSITE.
In order to improve the Centre’s services to YOU and to the Industry, it may send electronic reminders/requests to YOU asking YOU to voluntarily participate in surveys/polls.
Survey/poll answers are confidential unless otherwise indicated therein.
The Centre may send out scheduled reminders to YOU on a regular schedule and occasionally send out special editions.
If YOU do not wish to participate in a survey/poll, simply decline to participate when asked on the Centre’s Website and YOU can opt out.
FEES FOR PAY FOR USE SERVICES:
Additional “pay for use” services may be offered to YOU from time to time by the Centre (“Additional Services”).
Fees for Additional Services will be determined by the Centre prior to these services being offered to YOU.
YOU will be advised of the fee to be charged to YOU for any such Additional Service before being provided with access to that Additional Service.
The fee for each Additional Service YOU subscribe to must be paid to the Centre by pre-authorized credit card payment prior to YOUR accessing the Additional Service on the Centre’s Website.
YOUR providing the Centre with YOUR credit card information for this Additional Service fee and proceeding to use the Additional Service shall be deemed to be confirmation of YOUR acceptance of the Centre’s fee for the Additional Service and YOUR agreement to pay the same.
Authorization of the credit card payment by YOUR credit card provider is a condition precedent to the Centre providing YOU with any Additional Service(s).
EMERGENCY DISCLOSURE OF PERSONAL INFORMATION:
The Centre may disclose Personal Information without YOUR consent where such disclosure is: (1) required by law, regulation or government request; (2) required to comply with a warrant or court order; (3) related to an offence that has been or is about to be committed; (4) required due to an emergency; (5) made for the purpose of collecting a debt to the Centre owed by YOU; (6) made to the Centre’s lawyers or other agents in the course of representing the Centre; (7) protecting the Centre’s rights or property and that of its users, sponsors, providers, licensors or affiliates; or, (8) necessary or appropriate to the Centre’s Website operation.
The Centre, in its sole discretion, reserves the right to disclose YOUR Personal Information whenever the Centre, acting in good faith, believes an emergency, illegal activity or some other reasonable basis exists for notifying or providing such information to the appropriate authorities.
LIMITING THE USE OF YOUR PERSONAL INFORMATION:
Subject to YOUR right to have Personal Information removed from the Centre’s data base, the Centre will retain Personal Information only as long as is necessary for the fulfillment of the purposes for which it was collected or as a requirement for government and/or registration purposes.
The Centre will not use or share the Personal Information provided to it in ways unrelated to the purposes for which it was collected or to legitimate practices or to consistent uses, without also providing YOU with an opportunity to opt-out or otherwise prohibit such unrelated uses.
YOU MAY WITHDRAW YOUR CONSENT AT ANY TIME AFTER YOU HAVE GIVEN IT, BY WRITTEN NOTICE TO THE CENTRE’S PRIVACY OFFICER, PROVIDED THAT THERE ARE NO CONTRACTUAL RESTRICTIONS OR LEGAL REQUIREMENTS TO PREVENT THIS. FROM AND AFTER RECEIPT OF THE WITHDRAWAL OF YOUR CONSENT, THE CENTRE WILL REMOVE ALL YOUR PERSONAL INFORMATION FROM ITS RECORDS.
The Centre’s “opt-in” policy will ensure that YOU receive only the announcements YOU request. The Centre, by e-mail notice to YOU, will give YOU opt-in choices to receive information from the Centre via e-mail.
Opting to register for announcements about future training and evaluations.
Opting to register for announcements about Centre-related merchandise.
Opting to register for future electronic newsletters.
The Centre will use its records to communicate with YOU, or to facilitate communications by others with YOU, about new products, services, training and skills evaluation opportunities and upgrades to the Centre’s Website. If YOU currently receive updates and wish to opt-out, YOU can send an e-mail to the Centre at firstname.lastname@example.org with "remove me" in the subject line.
The Centre has security measures in place to protect the loss, misuse and alteration of the Personal Information under its control.
The Centre has adopted appropriate safeguards to ensure that Personal Information is secure against disclosure, loss or theft, unauthorized access, copying, use or modification. Such safeguards include physical measures, such as restricting access to offices and filing cabinets, organizational measures, such as limiting access to Personal Information on a 'need to know' basis and other technological measures.
AS THE INTERNET IS NOT A TOTALLY SECURE MEDIUM, THE CENTRE CANNOT GUARANTEE THAT ITS SAFEGUARDS WILL ALWAYS BE TOTALLY EFFECTIVE, PARTICULARLY IN CASES OF FRAUDULENT CONDUCT OR FRAUDULENT CONCEALMENT, PROVISION BY THIRD PARTIES OF INCORRECT DATA, WILFUL ACTIONS BY THIRD PARTIES TO CORRUPT OR TAMPER WITH THE DATABASE AND/OR THE DATA AND OTHER SUCH ACTIONS OR OCCURRENCES.
It is YOUR responsibility to immediately notify the Centre of any breaches of security of which YOU become aware.
LINKS TO OTHER SITES:
The Centre may provide additional links to resources the Centre believes may be useful to YOU. These links will lead YOU to sites operated by different organizations with different privacy practices. The Centre is not responsible for the privacy practices or the content of such third party websites, and YOU ARE ACCESSING THESE LINKS AT YOUR OWN RISK.
THE CENTRE DOES NOT ACCEPT RESPONSIBILITY OR LIABILITY FOR ANY MATERIAL OR CONTENT THAT MAY RESIDE IN, OR BE ACCESSED THROUGH THIRD PARTY WEBSITES.
The Centre’s Website may include bulletin boards, chat rooms or other communications forums ("Bulletin Boards") which allow feedback to the Centre and/or real-time interaction between the Centre’s users.
The Centre does not control the messages, information or files delivered to Bulletin Boards. It is a condition of YOUR use of the Bulletin Boards and the Centre’s Website that YOU use the Bulletin Boards only to send and receive messages and material that are proper to the Bulletin Boards.
By way of example, and not as a limitation, YOU agree that when using a Bulletin Board, YOU will not:
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others;
Publish, post, distribute or disseminate any defamatory, infringing, obscene, indecent or unlawful material or information;
Upload files that contain software or other material protected by intellectual property laws unless YOU own or control the rights thereto or have received all necessary consents;
Upload files that contain viruses, corrupted files or any other similar software or programs that may damage the operation of another's computer;
Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
Advertise or offer to sell any goods or services, or engage in surveys, contests or chain letters; or,
Download any file that YOU know, or reasonably should know, cannot be legally distributed via the Centre’s Website.
YOU acknowledge that Bulletin Boards are public and not private communications. Further, YOU acknowledge that Bulletin Board postings by other users are not endorsed by the Centre and such communications shall not be considered reviewed, screened or approved by the Centre. The Centre reserves the right, at all times without notice, to disclose any information as necessary to satisfy any law, regulation or governmental request, or to edit, refuse to post or to remove from the Bulletin Boards any information or materials, in whole or in part, that in the Centre’s sole discretion are objectionable or in violation of the terms, conditions or notices of the Centre.
Any Bulletin Boards located within a third party site are the sole responsibility of such third party, and the Centre has no responsibility or liability for any Bulletin Boards located within such a third party site.
PERSONAL EVALUATION RULES:
The Centre may provide for participant evaluations separately or in conjunction with training.
The Centre’s rules regarding personal evaluations are as follows (“the Evaluation Rules”).
Re-taking an evaluation will allow YOU to improve YOUR personal evaluation results/scores (“Evaluation Results”), although the history of previous evaluations will still remain in YOUR Portfolio;
Should YOU disagree with a particular question or dispute the Evaluation Results, these issues can be appealed to the Centre’s duly authorized representative, whose decision shall be final and binding on all parties;
Notice of any such appeal must be received by the Centre within thirty (30) days of YOUR receipt of the Evaluation Results, after which time, no further appeal is available; and,
Evaluation Results will be stored in the Portfolio.
DISCLOSURE OF EVALUATION RESULTS:
The Centre’s policy as to disclosure of YOUR Evaluation Results and information contained in the Portfolio is as follows (“the Evaluation Disclosure Policy”).
Disclosure of YOUR Evaluation Results and information contained in the Portfolio is dependant upon who pays for YOUR evaluation, more particularly:
if YOU personally pay for YOUR own evaluation, YOUR “personally identifiable” Evaluation Results and Portfolio information will not be disclosed to any third parties, although the statistical, non-identifying results may be used when making general reports and summaries for the benefit of the Industry; or,
IF YOUR EMPLOYER, MANAGER OR ANY CORPORATION, BUSINESS, ASSOCIATION, GROUP OR OTHER THIRD PARTY (A “PAYOR”) PAYS FOR YOUR EVALUATION, DISCLOSURE OF YOUR EVALUATION RESULTS AND PORTFOLIO INFORMATION WILL BE MADE TO THAT PAYOR, AND YOU HEREBY EXPRESSLY CONSENT TO THE CENTRE’S DISCLOSURE OF YOUR EVALUATION RESULTS AND PORTFOLIO INFORMATION TO ANY SUCH PAYOR.
The Centre shall not, under any circumstances, be liable to YOU for any damages, direct or indirect and howsoever constituted, resulting from the authorized disclosure by the Centre of YOUR Evaluation Results and/or Portfolio information.
THE CENTRE’S LIMITATION OF LIABILITY:
The Centre’s Website materials and programming, including OnDemand programming/materials, evaluation tools, questions and other information, or any part thereof contained on the Centre’s Website from time to time (hereinafter collectively referred to as “the Centre’s Website Materials”) and any links provided to YOU on the Centre’s Website are provided to YOU to assist YOU in assessing and improving YOUR skills and are not, under any circumstances, to be regarded as a substitute for hands-on training, apprenticeship, provincial certification, good workmanship and proper supervision of work.
THE CENTRE’S WEBSITE AND/OR THE CENTRE’S WEBSITE MATERIALS ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
The Centre disclaims liability to YOU as follows:
the Centre does not endorse, warrant or guarantee any material, product or service offered on the Centre’s website.
the Centre does not take any responsibility for any action or decision taken as a result of you or any third party using the centre’s website and/or the centre’s website materials or the evaluation results.
the Centre does not warrant and makes no representations to you: 1) that the Centre’s Website and/or the Centre’s website materials will: (a) meet your specific needs and/or requirements; or, (b) be correct, accurate, reliable, adequate, current, complete or secure; 2) as to the fitness for any particular purpose of the Centre’s website and/or the Centre’s website materials; or, 3) that use of the Centre’s website and/or the Centre’s website materials will be uninterrupted or error-free.
The Centre disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with respect to the Centre’s website and/or the Centre’s materials.
Reliance on the Centre’s Website and/or the Centre’s website materials is completely at your own risk.
You assume all risk associated with the use of, or reliance on the Centre’s website and/or the Centre’s website materials by: 1) any third parties to whom you give access to the Centre’s website and/or the Centre’s website materials; and, 2) any unauthorized person who uses your computer, your user name or your password to access the Centre’s Website and/or the Centre’s website materials.
The Centre shall not, under any circumstances, be liable for the unauthorized use of any Personal Information disclosed by the Centre to an authorized third party.
Under no circumstances, including but not limited to negligence, shall the centre and its affiliated companies, or their respective officers, directors, employees, representatives and agents be liable for: 1) any direct, indirect, special, consequential or other damages, punitive or multiple damages, damages for lost income or profit, damages for loss of or damage to property, damages for claims of third parties or any other loss or damage of any kind incurred or arising as a result of your use, inability to use, misuse of, or reliance on the centre’s website and/or the centre’s website materials, even if the centre’s authorized representative has been advised of the possibility of such damages; 2) any damages or loss of employment resulting from communication of the centre’s ability evaluation results to authorized third parties or otherwise resulting from the centre’s website and/or the centre’s website materials; or, 3) your acts or omissions, your misuse or improper application of the centre’s website and/or the centre’s website materials, including without limiting the generality thereof, any loss or damage of any kind whatsoever, suffered by you, whether directly or indirectly, as a result of any delay in delivery, inadequacy for any purpose, or any defect or deficiency in the centre’s website and/or the centre’s website materials, any downtime, any loss of business or profits or inconvenience as a result of downtime, consequential or otherwise, any other matter whatsoever relating to the centre’s website and/or the centre’s website materials; 4) your non-compliance with any federal, provincial or municipal statute, law, rule or regulation; 5) any loss or damage to any other person or property caused or contributed to by you; 6) any use or misuse of the Evaluation results; and/or, 7) any and all third party claims howsoever constituted.
In no event shall the Centre’s total liability to you for damages, losses and causes of action (whether in contract, tort (including but not limited to negligence) or otherwise) resulting from your use of the Centre’s website and/or the Centre’s Website materials exceed the amount paid by you for the use of the Centre’s Website and/or the Centre’s website materials.
Any action on any claim against the Centre relating to the Centre’s Website and/or the Centre’s Website materials must be made within the earlier of one (1) year following the date the claim first accrued or the minimum period provided by law, or shall be deemed irrevocably waived.
The above-mentioned exclusions of implied warranties or limitations or exclusion of liability for incidental or consequential damages, or prescription/limitation period are applicable only where permitted by applicable legislation. Any part of such exclusion or limitation which contravenes any applicable legislation shall be deemed to be severed from the Contract, and the Contract shall be interpreted as if the offending wording was deleted therefrom.
PATENT, TRADEMARK AND COPYRIGHT INFRINGEMENT:
The Centre’s Website and the Centre’s Website Materials belong, in whole and/or in part, exclusively to the Centre, its agents and permitted assigns.
YOU shall not, at any time or in any manner: 1) make or cause to be made any copies, pictures, duplicates, facsimiles or transmissions to another website, or other reproductions or recordings of any type, or any abstracts or summaries of any of the Centre’s Website Materials; 2) acquire any interest in the Centre’s Website and/or any of the Centre’s Website Materials; or, 3) use the Centre’s Website or the Centre’s Website Materials for any unauthorized purpose.
The Centre’s Website Materials are covered by the provisions of the Copyright Act [R.S.C. 1985, c. C-42], as amended from time to time, and by Canadian laws, policies, regulations and international agreements. Such provisions serve to identify the information source and, in specific instances, to prohibit reproduction of materials without the Centre’s prior written authorization.
TERMINATION BY THE CENTRE:
Notwithstanding anything contained in YOUR Contract with the Centre, the Centre may terminate YOUR access to the Centre’s Website and the Centre’s Website Materials without notice or any warning to YOU, or any compensation in lieu of such notice or warning, upon the occurrence of an Event of Default by YOU.
YOUR INDEMNITY OF THE CENTRE:
YOU shall indemnify the Centre, its affiliated companies and their respective officers, directors, employees, representatives and agents and save them harmless, both during and following the termination of the Contract, from and against: 1) any and all claims, actions, damages, liability, costs, expenses and other actions made, sustained, brought, threatened to be brought or prosecuted in any manner arising from YOUR use or misuse of the Centre’s Website and/or the Centre’s Website Materials; 2) any fees due to the Centre, including additional tax liability incurred by the Centre for GST and/or PST in regard to any services provided to YOU by the Centre; 3) any liability, whatsoever, resulting to the Centre from the acts or omissions of YOU, YOUR employees, agents and/or representatives; 4) any breach by YOU of the provisions of the Personal Information Protection and Electronic Documents Act [S.C. 2000, c.5] (“PIPEDA”), or any similar privacy legislation; and, 5) all costs, including legal fees and disbursements on a substantial indemnity basis, incurred by the Centre in enforcing any agreement with the Centre pertaining to the Centre’s Website Materials (“the Indemnity”).
Upon the termination of the Contract at any time, YOUR access to the Centre’s Website and the Centre’s obligation to provide the Centre’s Website Materials to YOU shall be immediately terminated. Notwithstanding the termination of the Contract, the Indemnity and YOUR obligations in regard to the Centre’s patent trade marks and copyrights shall survive the expiration or other termination of the Contract.
THE OFFICIAL LANGUAGES ACT:
The Centre’s Website is bound by the Official Languages Act [R.S.C. 1985, c. 31 (4th Supp.)], and relevant Treasury Board policies, and all information is available in both French and English.
Notwithstanding the foregoing, users should be aware that some information on certain linked external websites is available only in the language in which it was provided.
Upon request and reasonable notice from YOU to the Centre, YOU will be given information about YOUR Personal Information held by the Centre and any disclosure of YOUR Personal Information that has been made by the Centre, as provided for in the Centre’s Privacy Statement.
YOU will be provided with an opportunity to confirm the accuracy and completeness of YOUR Personal Information and, if necessary, have it amended.
Definitions - The definitions herein are indicated by the capitalized terms and have the meanings ascribed to them therein;
Invalidity - The invalidity of any provision of the Contract (“the Electronic Agreement”) or any covenant hereof or herein contained shall not affect the validity of any other provision or covenant hereof or herein contained;
Entire Agreement - The terms of any agreement in writing executed by the Centre, its agents, representatives or assignees and YOU (“the Paper Agreement”) shall be read together with and in conjunction with the Electronic Agreement. If there is no conflict between the Paper Agreement and the Electronic Agreement, these agreements together shall be the entire agreement among the parties thereto and shall supersede all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by and among the parties thereto or any officer, employee or representative of the Centre. In the event of a conflict between the any provisions of the Paper Agreement and the Electronic Agreement, the provisions of the Paper Agreement in regard to such conflict shall prevail;
Time of the Essence - Time shall be of the essence;
Governing Law - The Contract shall be subject to and construed in accordance with the laws of the Province of Ontario. Any Court proceedings by either party against the other shall be advanced in the Courts of the Province of Ontario. The parties hereby expressly attorn to the jurisdiction of the law of the Province of Ontario in regard to any issues pertaining to the Centre’s Website and the Centre’s Website Materials and/or any matters collateral thereto;
Headings and Text Boxes - Headings and text boxes are inserted in the Contract for convenience of reference only and shall not affect the interpretation hereof;
Interpretation - Unless the context requires otherwise, words used in the Contract importing either the masculine or neuter gender include the masculine, feminine and neuter genders, and words importing the singular include the plural and vice versa;
Waiver - No waiver of any term, provision or condition of the Contract shall be effective unless in writing and approved by an authorized representative of the Centre, nor shall any waiver in any one or more instances be construed as, or deemed to be, a further or continued waiver of that or any other term, provision or condition of the Contract;
Non-Assignability - the Contract is personal to YOU and may not, under any circumstances, be transferred or assigned without the prior written consent of the Centre. Nothing herein contained shall be construed, in any way, to limit the Centre’s right to assign the Contract, and in the event of such assignment, the Centre’s assignee shall succeed to all of the Centre’s rights hereunder;
Successors and Assigns - Subject to the prohibition against assignment by YOU as hereinbefore set out, the Contract shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, servants, agents, employees, representatives and permitted assigns;
Execution of Further Documents - YOU shall execute any document or documents reasonably required by the Centre from time to time to give effect to the provisions and intent of the Contract; such document to be prepared at the expense of the Centre;
PIPEDA and Other Applicable Legislation - Upon request therefor by the Centre and in furtherance of the provisions of the Contract, YOU shall provide the Centre with any further authorizations required from YOU and/or any of YOUR employees, representatives or agents, so as to allow the Centre to comply with the provisions of PIPEDA and any other applicable privacy legislation, and YOU covenant and agree to at all times comply with PIPEDA and any other applicable privacy legislation in regard to any information provided to YOU by the Centre in furtherance of the Contract and any matters collateral thereto;
Discretion - In any instance in the Contract whereby the Centre is provided with discretion to determine an issue, discretion shall be within the Centre’s sole and unfettered discretion, subject to the proviso that the Centre must exercise its discretion in a commercially reasonable manner; and,