Terms of Use
WAYSIDE INITIATIVE, a federally incorporated not for profit organization, (“we”, “us”, “our”) provides certain educational, training and assessment courses and services (collectively, the “Courses” and individually, a “Course”).
READ THIS LICENSE CAREFULLY BEFORE ACCESSING THE MATERIALS ON THIS SITE. BY ACCESSING THE MATERIALS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE YOU MUST PROMPTLY DELETE AND DESTROY ALL COPIES OF THE COURSE MATERIALS AS THAT TERM IS DEFINED BELOW. THE FORM OF THIS LICENSE MAY CHANGE FROM TIME TO TIME. BY ACCEPTING THE TERMS OF THIS LICENSE, YOU ACKNOWLEDGE THAT THE CHANGES MADE FROM TIME TO TIME WILL BE BINDING ON YOU. ANY REVISIONS TO THE FORM OF LICENSE WILL BE POSTED ON OUR WEBSITE (WWW.WAYSIDEINITIATIVE.CA). YOU AGREE TO BE BOUND BY THE MOST CURRENT VERSION OF THE LICENSE POSTED ON THAT SITE.
1. License. We own or license certain technology and materials including without limitation the computer software on which it runs (collectively, the “Course Materials”) which allow us to provide the Courses. The Course Materials are protected by Canadian and foreign intellectual property laws. As between you and us, we retain full and complete title to the Course Materials and all updates and subsequent copies of them (including without limitation copies made in violation of the terms of this Agreement), regardless of the medium or form in which the copies may exist.
2. Rights and Restrictions on Use. In consideration of your agreeing to be bound by the terms and conditions set out in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), we grant you a non-exclusive, personal, non-assignable, non-transferrable (except as set forth herein), revocable license and right to use the Course Materials for your own purposes (and not for the provision of services to others on a commercial basis). You may: (a) use the Course Materials, where “use” means load, store or display the Course Materials in the form provided to you by us. Use rights must be obtained for each person or entity using the Course Materials; and (b) copy the Course Materials, in whole or in part, for backup or archival purposes, but only as long as you reproduce and include on each copy our copyright and other proprietary notices as well as those of the parties from whom we license the Course Materials and Course. The Course Materials includes confidential information which you agree to keep strictly confidential and neither disclose nor use for any purpose other than the limited use of the Course Materials in accordance with this License. You will not: (a) use, copy, reproduce or transfer the Course Materials other than as set out above or, without limiting the generality of the foregoing, adapt, translate or modify the Course Materials in any way whatsoever, nor will you create derivative works based on the Course Materials; (b) remove or alter ownership and copyright notices embedded in or on the Course Materials; (c) use, make available, copy, or transfer the Course Materials except as authorized and permitted by the laws and regulations of the jurisdiction in which you are using the Course Materials, the United States and Canada; (d) permit any third party to violate the terms and conditions of this Agreement; or (e) sublicense, rent, loan, or otherwise transfer (except as explicitly provided in this agreement) the Course Materials to any third party. You represent and warrant that in requesting a Course you will not: (i) violate the rights of any third party; (ii) impersonate any person; (iii) upload viruses or engage in other activities that might cause damage to the site(s) maintained by us or otherwise disrupt our operations by disrupting our site servers or otherwise; or (iv) engage in or promote participation in any illegal activity. You undertake and agree that you will pay for your use of the Course at the rates set out.
3. Responsibility for Content. You agree (a) that you are solely responsible for the content of any and all visual, written, or audible communications by you and information provided by you through a Course; (b) not to use Course to send unsolicited mass mailings that would be considered “spam”; (c) not to use a Course to communicate any message or material that is harassing, libelous, threatening, or obscene, which would violate the intellectual property or other rights of any party or is otherwise unlawful, that may give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; and (d) that all information provided by you is true and correct. Although we are not responsible for any such communications, we may delete any such communications at any time without notice.
4. Term. Unless it is terminated prior to the end of that period, this Agreement is effective for a term of one year beginning on the date on which you click to accept these terms and conditions, and unless terminated pursuant to the provisions of this agreement, it shall continue for successive terms of one year each. We may terminate this Agreement prior to that: (a) if you fail to comply with any material provision of this Agreement and do not correct such failure within ten (10) days after written notice of such failure to comply is forwarded to you by email or other means; (b) in the event of the liquidation or insolvency of, the appointment of a receiver or similar officer for, or the assignment for the benefit of creditors by either party, or the filing of a petition in bankruptcy by or against either party; (c) in the event we discontinue supporting or offering the Course or Courses, or any part of it is impeded by the actions of one or more third parties; or (d) by providing you with notice in writing not less than thirty (30) days before the end of the then current term. You may terminate this Agreement by providing us with notice in writing not less than thirty (30) days before the end of the term.
5. Change to Course Materials. We may at any time and from time to time modify or discontinue, temporarily or permanently, the Course Materials, the Courses or any part thereof with or without notice. We are not liable for any modification, suspension or discontinuance of the Course Materials or one or more of the Courses.
6. Accuracy of information. WE OFFER NO WARRANTY THAT THE INFORMATION OR ANALYSIS GENERATED BY THE COURSE MATERIALS OR THE COURSES IS ACCURATE OR ERROR FREE. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM ANY ERRORS OR INACCURACIES IN THE COURSE MATERIALS, THE COURSES OR THE INFORMATION OR ANALYSIS GENERATED BY EITHER OF THEM.
7. No Warranty. WE DO NOT WARRANT THAT THE YOUR USE OF THE COURSE MATERIALS, THE COURSES OR THE INFORMATION OR ANALYSIS GENERATED BY EITHER OF THEM WILL BE ACCURATE, ERROR FREE, VIRUS FREE OR SECURE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THESE LIMITATIONS MAY NOT APPLY TO YOU. THE COURSE MATERIAL IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE NEITHER REPRESENT NOR WARRANT THAT THE COURSE MATERIALS OR THE COURSES WILL MEET YOUR REQUIREMENTS OR THAT IT OR THE INFORMATION OR ANALYSIS GENERATED BY EITHER OF THEM WILL BE ACCURATE OR ERROR FREE, OR THAT ANY DEFECTS ARE CORRECTABLE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OUR REPRESENTATIVES, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY THAT IN ANY WAY INCREASES THE SCOPE OF THIS LIMITED WARRANTY. THIS LIMITED WARRANTY GIVES YOU SPECIFIED LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIM IN EXCESS OF THE LIMITATION SET FORTH IN SECTION 8. THIS INDEMNIFICATION SHALL APPLY EVEN IN THE EVENT OF BREACH OF CONTRACT, ACTIVE OR PASSIVE NEGLIGENCE, OR OTHERWISE ON OUR PART, OR ANY CLAIM OF FAILURE OF ESSENTIAL PURPOSE.
8. Limited Liability. YOU ARE RESPONSIBLE FOR THE SELECTION, USE OF AND RESULTS OBTAINED FROM THE COURSE MATERIALS AND THE COURSES AND FOR ENSURING THAT THEIR USE DOES NOT VIOLATE ANY LEGAL OBLIGATIONS (WHETHER IMPOSED BY STATUTE, CONTRACT OR OTHERWISE). UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, NEITHER WE NOR OUR, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES RESULTING FROM THE USE OF THE COURSE MATERIALS OR COURSES HOWEVER CAUSED INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL LOSS OR DAMAGE, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS, LOST DATA, LOSS OF COMPUTER TIME, FAILURE TO REALIZE EXPECTED SAVINGS, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND AND ARISING IN CONSEQUENCE OF OUR PERFORMANCE, FAILURE TO PERFORM, OR OTHER BREACH UNDER THIS AGREEMENT, IRRESPECTIVE OF WHETHER WE HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY POSSIBLE LIABILITY FOR INDEMNITY, DEFENCE AND HOLD HARMLESS OBLIGATIONS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE COURSE MATERIALS OR THE COURSES.
9. Allocation of Risk. YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO THE DISCLAIMERS CONTAINED IN THIS AGREEMENT. YOU AGREE THAT THE ABOVE WARRANTIES AND LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES.
10. General. This Agreement constitutes the entire agreement between the Parties with respect to the Course Materials and the Courses. Any controversy in relation to this Agreement or arising hereunder shall be governed by and interpreted in accordance with the laws of the province of Nova Scotia, Canada without regard to conflict of laws principles. The parties to this Agreement agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement, the Course Materials or the Courses is expressly excluded. No waiver or modification of any of the terms of this Agreement shall be valid unless made in writing and signed by us. Should any provision of this Agreement be found by a court of competent jurisdiction to be illegal, void or otherwise unenforceable such provision shall be severed from the rest of this Agreement and the rest of this Agreement shall remain in full force and effect, and be binding upon you and us as though the said provision or provisions had never been included. This Section and Sections 1, 2 and 5 through 9 shall survive the termination of this Agreement for any reason. Should you have any questions concerning this Agreement you may contact us by writing to hello@waysideinitiative.ca.