1.1 You represent and warrant that: (i) your use of our website will not violate any applicable law or regulation; and (ii) you have the capacity to enter into a legal agreement in the province, state or country in which you reside.
1.2 EMC powered websites include public areas, registered member-only areas and restricted community areas. Access to the public areas of an EMC powered website requires your acceptance of this Agreement without qualification as signified by your use of EMC. If you do not agree with any term or condition of this Agreement, do not use the website powered by EMC. To access the members-only and restricted community areas of a website powered by EMC you are required to: (i) register with EMC and the community; and (ii) confirm your acceptance of this Agreement by placing a checkmark in the I AGREE box on the registration page and logging in by entering your username and password. If you disagree with any term or condition of this Agreement, do NOT place a checkmark in the "I ACCEPT" box, do NOT attempt to log in, discontinue using the website powered by EMC and instruct EMC. to disable any password assigned to you. To access any restricted areas, you must be able to access the members-only area of the website powered by EMC and be one of the individuals for whom that restricted area was created or be invited by that group to access their community. You may be required to agree to additional terms and conditions as well.
1.3 To register with EMC and the website, please complete the online registration form. Upon successfully registering, you will be given a username and a password that you can use to access the members-only area of a website powered by EMC. In registering, you represent and warrant that any information you provide about yourself is true and that you will maintain and promptly update such information to keep it current.
1.4 You are fully responsible for all activities conducted under your username and password. You must ensure that no unauthorized access to the website powered by EMC is obtained through your username and password and take all necessary steps to keep them confidential. You shall inform EMC immediately if you have any reason to believe that your password has become known to or been used by any other person.
1.5 EMC may change your username or password at any time, for security reasons, and will notify you when it does so.
1.6 EMC reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of a website powered by EMC without prior notice and without liability.
2.3 EMC reserves the right to communicate with you regarding your use of EMC. You consent to EMCs use of any contact information that you provide to EMC in doing so.
3.0 USE OF EMC
3.1 You may use a website powered by EMC for your own personal use, in a manner that respects other users and EMC.
3.2 You agree that you will not use any website powered by EMC to:
- collect or store information about any individual, user or member for unlawful purposes;
- impersonate any person or entity, including, but not limited to, a EMC official or employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- either directly or indirectly transmit any unsolicited bulk email or unsolicited commercial email or otherwise violate EMCs Anti-Spam Policy; interfere with, disrupt or damage EMC or servers or networks connected to EMC, or disobey any requirements, procedures, policies or regulations of networks connected to EMC;
- intentionally or unintentionally violate any applicable local, provincial, state, national or international law, and any regulations having the force of law; or access EMC after your account or access has been suspended or terminated by EMC.
3.3 EMC may use filtering technology or other measures in its efforts to stop unsolicited bulk email and unsolicited commercial email. If your use of EMC includes email or messaging services, then such filtering technology or other measures may block, either temporarily or permanently, some messages sent to you through EMC, even if such email does not violate the Anti-Spam Policy. EMC assumes no liability for the blocking of such transmissions.
3.4 You agree not to use any crawler, spider, bot or other program that simulates human activity to automatically extract any Content (see definition in section 4.1) accessible on or via EMC.
4.1 You acknowledge and agree that all information, links, emails, postings, code, data, text, software, music, sound, photographs, pictures, graphics, video, chat, messages, files, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not EMC, are fully responsible for all Content that you post, transmit or otherwise make available on or via EMC. You represent, warrant and covenant that you have now and that you will continue to have all necessary rights and authority to grant any licenses in or to such Content and that such Content will not infringe any proprietary right of any third party.
4.2 The Content included in any alert or other communication from EMC to you is deemed Content available on EMC.
4.4 EMC reserves the right, in its sole discretion, to reject, refuse to post, remove or block access to any Content that is available via or on EMC at any time, without notice and without liability.
4.5 It is recommended you maintain back-up copies of any Content that you make available or accessible through a website powered by EMC. EMC will not provide you with a copy of that Content in any event including, but not limited to, its deletion by EMC or the suspension or termination of your right to access the portion of the website powered by EMC where it was posted. EMC is not responsible for Content that is lost or destroyed on EMC.
4.6 EMC does not control the Content that users, members or third parties post, transmit, or otherwise make available on or via a website powered by EMC or through any links available on EMC. As such, EMC does not guarantee the accuracy, integrity or quality of such Content. Before using or relying on any Content available on or via a website powered by EMC please take reasonable steps to verify its accuracy, completeness or usefulness: you are using it at your own risk.
4.7 EMC does not pre-screen Content that users, members or third parties post, transmit or otherwise make available on or via a website powered by EMC, although EMC reserves the right to do so. EMC does not guarantee that any screening that it opts to do will be done to your satisfaction or that any screening will be done at all. You acknowledge and agree that by using EMC, you may be exposed to Content that is offensive or otherwise objectionable to you.
4.8 Without limiting sections 6 and 7 of this Agreement, under no circumstances will EMC be liable in any way for any Content that users, members or third parties post, transmit or otherwise make available on or via a website powered by EMC, including, but not limited to, for any errors or omissions in any such Content, any misattribution of such Content, or any loss or damage of any kind incurred as a result of the use of such Content.
4.9 You agree that you will not use a website powered by EMC to upload, post, email, otherwise transmit, or post links to any Content that:
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable;
- promotes illegal activity including, without limitation, the provision of instructions for illegal activity;
- you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- infringes any intellectual property, industrial or other proprietary rights, protected or protectable, under the laws of Canada, any foreign country, or any political subdivision of any country, including, without limitation, all copyrights, moral rights (including rights of attribution and rights of integrity), trademarks, service marks, trade names, logos, brand names and other identifiers, trade secrets ("Rights") of any party, or contributing to inducing or facilitating such infringement; or is offensive to the spirit and nature of EMC or this Agreement.
4.10 Without first obtaining the written authorization of the owner of any Content made available on or via a website powered by EMC, you agree not to: post such Content on any publicly available web site or otherwise disseminate such Content otherwise than as permitted by law; or create derivative works based on such Content or any methodology apparent in it.
4.11 EMC reserves the right to monitor some, all, or no areas of a website powered by EMC and any electronic messages or other communications made using or over a website powered by EMC from time to time to verify adherence to this Agreement or any other rules, code of conduct or guidelines posted by EMC or as required by law.
5.1 From time to time, EMC in its sole discretion may make certain software available to you through the administration console (the EMC Software). All EMC Software will be clearly identified as being provided by EMC, and if you are not required to agree to the terms and conditions of a license agreement specific to that EMC Software before being permitted to download it, then your use of that EMC Software is subject to the terms and conditions of this Agreement, and you may use that EMC Software solely in connection with EMC.
6.1 EMC is provided as is, with no warranties or conditions whatsoever.
6.2 EMC expressly disclaims all express, implied, and statutory warranties or conditions, including, without limitation, the warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement of rights and those arising through course of dealing, usage or trade.
6.3 Without limiting sections 6.1 and 6.2, EMC does not warrant that any websites powered by EMC:
- will be available at all times;
- will operate without errors;
- will be accessible regardless of the hardware or software that you wish to employ to access it;
- is absolutely secure, notwithstanding EMCs use of commercially reasonable efforts to secure it; or
- is free from viruses or other harmful code, notwithstanding EMCs use of commercially reasonable efforts to identify and eliminate such code.
6.4 All exclusions of responsibility or liability set out in this agreement are made to the fullest extent permitted by law.
6.5 Some jurisdictions do not allow the exclusion of certain implied warranties or limitations on how long an implied warranty may last. If any jurisdiction having applicability to this Agreement does not permit any such exclusion or limitation, EMCs total liability to you in connection with any breach of such a warranty shall be subject to section 7.
7.0 LIMITATION OF LIABILITY
7.1 In no event shall EMC, its representatives or suppliers, be liable for any special, incidental, consequential, exemplary or indirect damages resulting from or arising in connection with a website powered by EMC or this Agreement, including without limitation, loss of revenues, the incapacity to reach any objective, or the loss of data or of computer time use, even if EMC has been advised of the possibility of such damages by you or any other person.
7.2 In no event shall EMC be liable to you or any person on account of your or that person's use or misuse of and reliance on a website powered by EMC or the content or other materials accessible on or via a website powered by EMC.
7.3 In no event shall EMC be liable to your or any person with respect to damages incurred by reason of any services or goods received through or advertised on a website powered by EMC or received through any links provided in a website powered by EMC.
7.4 Without limiting sections 7.1, 7.2 and 7.3, the limit on the total cumulative liability of EMC (including its representatives and suppliers) to you or any person, for any claims arising out of or relating to a website powered by EMC or this Agreement shall not in any event exceed the greater of the following amounts: (i) the amount paid by you to EMC, if any, for access to EMC for one (1) month; and (ii) $10.00.
7.5 The limitations in section 7.1, 7.2, 7.3 and 7.4 shall apply regardless of the causes or circumstances giving rise to the claim, even if such claim is based on breach of contract, negligence or other tort, and shall survive a fundamental breach or failure of essential purpose of any limited remedy or this Agreement.
7.6 Some jurisdictions do not allow the exclusion of incidental, special or consequential damages. If any jurisdiction having applicability to this Agreement does not permit any such exclusion or limitation, EMCs total liability to you in connection with any incidental, special or consequential damages shall be limited by section 7.4.
7.7 You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, or relating to, your use of a website powered by EMC must be filed within one (1) year after such claim or cause of action arises, or be permanently barred.
8.0 INTELLECTUAL PROPERTY RIGHTS
8.1 Except as expressly provided, you are not granted any Rights in or to the Content available on or via a website powered by EMC. All such Rights remain with EMC (including its representatives and suppliers) and the copyright owners.
8.2 You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer any aspect of a website powered by EMC, any EMC Software or any software or technology used in connection with EMC.
8.3 EMC is a registered trademarks of EMC All other marks that appear throughout a website powered by EMC belong to EMC or the respective owners of such marks, and are protected by law. Any use of any of these marks without the express written consent of EMC or the owner of the mark, as appropriate, is strictly prohibited.
8.4 It is the policy of EMC to investigate and respond to claims of intellectual property infringement.
8.5 To the extent that any jurisdiction applicable to this Agreement has a notice and take-down scheme like the one set out in the United States' Digital Millennium Copyright Act, upon receipt of any notice alleging infringement that complies with such a scheme, EMC will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. EMC may attempt to contact the person who has posted such material in order to give that person an opportunity to respond to the notification, although EMC makes no promise to do so. Any and all counter notifications submitted by that person will be furnished to the complaining party. In all circumstances, EMC will give the complaining party an opportunity to seek judicial relief in accordance with any applicable laws before EMC replaces or restores access to any material as a result of any counter notification.
8.6 Notices of claimed infringement should be directed to:
VP Finance and Operations
22 Frederick Street
Canada N2H 6M6
Fax: 519 489 4121
Please put "Notice of Infringement" in the subject line of all such notifications and include in each such notice a reasonable description of the materials alleged to be infringing and the proprietary rights alleged to be infringed.
9.0 INDEMNITY AND RELEASE
9.1 You agree to indemnify EMC (its representatives and suppliers) and hold them harmless from any and all claims and expenses, including attorney's fees, arising from or relating to your use or misuse of a website powered by EMC, or from any person's use of any account or password you maintain for any areas of a website powered by EMC, regardless of whether such use is authorized by you, or from any breach of any of the representations, warranties or agreements made by you hereunder. You are hereby agreeing to release EMC and its representatives and suppliers from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to such disputes and/or to EMC. You hereby agree to waive all laws that may limit the efficacy of such releases.
10.1 EMC reserves the right to modify this Agreement from time to time, for any reason. When such changes occur, you will see the date when this Agreement was last updated appear at the bottom of this page. Please review this Agreement from time to time so you will be apprised of any changes. After any change to this Agreement EMC may, but is not obliged to, ask you to actively confirm your consent to the revised Agreement. If EMC does not do so but you continue to use EMC after the changes come into effect, you will be deemed to have agreed to abide by the revised Agreement. If you do not agree with the revised Agreement without qualification, discontinue using the website powered by EMC and, if applicable, instruct EMC to disable any password assigned to you.
10.2 EMC reserves the right, in its sole discretion, to change or modify EMC from time to time including but not limited adding or removing functionality or features or changing its name.
VP Finance and Operations
22 Frederick Street
Canada N2H 6M6
Fax: 519 489 4121
12.0 GENERAL PROVISIONS
12.1 Entire Agreement. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and permitted assigns.
12.2 Severability. Should any provision of this Agreement be held to be invalid by a court of competent jurisdiction, then that provision will be enforced to the extent permissible, and all other provisions will remain in effect and are enforceable by the parties.
12.3 Waiver. No waiver of any part of this Agreement will be deemed to be a waiver of any other provision in this Agreement. No term of this Agreement will be deemed to be waived by reason of any previous failure to enforce it. No term of this Agreement may be waived except in writing and signed by the party waiving enforcement.
12.4 Assignment. EMC may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not resell, assign, sublicense or otherwise transfer your rights or delegate your duties under this Agreement, either in whole or in part, without the prior written consent of EMC.
12.5 Independent Contractors. EMC and you are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between EMC and you. Neither EMC nor you will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided in this Agreement.
12.6 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without reference to conflict of laws provisions. You agree to attorn to the sole and exclusive jurisdiction of the courts of the Province of Ontario for the conduct of any legal proceedings under, or related to, this Agreement.
12.7 Term and Termination. This Agreement shall continue in effect for as long as you use EMC, unless specifically terminated earlier by EMC. All provisions of this Agreement that impose obligations continuing in their nature shall survive termination or expiration of this Agreement.
12.8 Notices. Any notice or other significant communication given to you pursuant to this Agreement shall be in writing, addressed to any email address or address that you provided to EMC when registering and sent to you by email or by nationally recognized overnight courier as applicable. Any notice or other significant communication given to EMC pursuant to this Agreement shall be in writing and sent to EMC at the address listed on EMC in the Contact Us section of that site by fax or nationally recognized courier. Notices shall be deemed to have been received as follows:
- Delivered Deemed to Have Been Received
- Email On the business day following transmission
- Fax On the business day following a confirmed transmission
- Nationally Recognized Overnight Courier On the business day following deposit with the courier
12.9 Titles. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.