IMPORTANT – PLEASE READ CAREFULLY
TERMS AND CONDITIONS:
1.1 “Content” means all online or electronic information, data, databases, files, images, graphics, icons, tools, Documentation, and all other content or materials contained on or accessed through the Service.
1.2 “Documentation” means any activity sheets, support materials or other documentation accessible with or within the Service.
1.3 “End User(s)” shall mean the employees, faculty, staff, students, patrons or clients officially affiliated with the Subscriber and thereby authorized to use the Service as herein provided.
1.4 “Personal Information” is defined as any writing, electronic, digital or other recorded information concerning End Users by which an End User may be individually identified or which is information that is unique or descriptive of the End User.
1.5 “Portfolio Tool” means the section of the Service accessible via a personal username and password which allows users of the Service to document career preparation plans and activities, record personal and educational accomplishments, view and print professional looking resumes and develop long term career and education plans. In certain jurisdictions the Portfolio Tool is referred to by a different name. In Kentucky the acronym ILP or Individual Learning Plan is used; in Michigan, the acronym EDP or Education Development Plan is used; in Delaware, the acronym SSP or Student Success Plan is used. For the purposes of this agreement, ILP, SSP and EDP are synonymous with and identical to the term Portfolio Tool.
1.7 “Purchase Order” means the initial purchase order or written request for purchase submitted by Subscriber to Service Provider in respect of the Service and any purchase order submitted in respect of any subscription renewal.
1.8 “Service” means all services, products and Content that the End User uses or otherwise accesses from time to time provided by the Service Provider on or through the Career Cruising website (www.careercruising.com), which is designed to assist individuals with the career and education planning process.
1.9 “Site” means the buildings generally used by the Subscriber and which are generally associated with the address(es) indicated in the Purchaser Order or which are otherwise typically identified as being those of the Subscriber.
1.10 “Specified Site” means the Site or Sites specified in the Purchaser Order.
1.12 “Administrator Tool” means the portion of the Service relating to the administrative back-end tool made available to Site Administrators to review the input of Portfolio End Users and to select the available Portfolio Tool options for the Portfolio End Users.
1.13 “Subscriber” means the organization or entity entering into this Agreement by way of initiating a Purchase Order for a paid subscription and/or either by requesting or by being granted free trial access to the Service.
1.14 “Subscription Fees” means the Subscription fees payable for the Service pursuant to the Service Provider’s pricing schedule as specified in the Purchase Order.
1.15 “Term” means the term of this Agreement as specified in the Purchase Order and includes any renewal term, unless sooner terminated pursuant to the provisions hereof.
2.2 The Subscriber is acquiring a non-exclusive, non-transferable right to access and use the Service only and the Subscriber shall have no ownership or other rights in the Contents or the Service other than those specifically granted in this Agreement. All rights that are not expressly granted in this Agreement to the Subscriber are reserved by Service Provider. Subscriber may not:
(c) remove any copyright or other proprietary notations from the Content;
(e) "mirror" the Content on any other server.
2.3 The Documentation may be copied for use with the Service at the Specified Site and End Users may make screen prints from electronic Content or print downloaded files supplied by the Service Provider for personal, educational or professional purposes only.
2.4 Service Provider warrants that the Service will conform to the specifications as generally described on Service Provider’s website, in the Purchase Order or as otherwise documented in the Documentation or materials provided to Subscriber by Service Provider.
2.6 Service Provider warrants that it will use generally acceptable and commercially reasonable industry standards in (i) maintaining a virus free environment on its servers, the website and the Service, (ii) instituting backup procedures to ensure the protection of Portfolio End User’s information in the event of a database failure, (iii) implementing appropriate firewall protection for the Service Provider’s servers and (iv) adopting internal procedures and controls to meet relevant privacy legislation as it applies to those jurisdictions in which the Service Provider operates.
3.1 The Service, including all Content and any software used by the Service provider to provide the Service, is protected by copyright under Canadian, United States, foreign laws and international treaties. Unauthorized use of the Service may violate copyright, trademark and other laws.
3.2 The Subscriber is solely responsible for all security of and all access (including unauthorized access) to the Service and for administering the assigned username(s) and password(s) or any other means of authentication so granted by Service Provider. Passwords that are provided by Service Provider are for use by End Users on behalf of the Subscriber and for use by the Subscriber only.
3.3 Subscriber shall not publish any usernames or passwords on the World Wide Web or in any other publication that can be accessed by the public at large. Additionally, the Subscriber shall only share and provide usernames and passwords with individuals who are either End Users at the Specified Site or Site Administrators at the Specified Site. The sharing of usernames and passwords with anyone else is strictly prohibited and may result in the termination of this Agreement in accordance with subsection 7.1(b).
4. SUBSCRIPTION FEES
4.1 Subscriber agrees to pay to Service Provider the Subscription Fees.
4.2 Invoices shall be paid within thirty (30) days of receipt. All sales, excise or other taxes imposed by any government authority as well as any further additional charges, including shipping and handling, are in addition to the Subscription Fees and shall be paid by Subscriber.
4.3 Service Provider reserves the right to suspend the Service if any fees or charges or the Subscription Fees are not paid in full and when due.
5. LIMITATION OF LIABILITY
5.2 Service Provider does not warrant that the Service is compatible with every Internet browser, software or computer hardware equipment. Service Provider makes no representations or warranties, expressed or implied, nor assumes any responsibility or liability for any restriction, complication, non-compliance, suitability or non-compatibility of the technology, software or hardware used by the Subscriber to access and use the Service.
5.3 The Content could include technical, typographical or photographic errors. Service Provider does not warrant that any of the Content is accurate, complete or current. Service Provider may make changes to the Content at any time without notice. Service Provider does not, however, make any commitment to update the Content.
5.4 IN NO EVENT WILL SERVICE PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR THIRD-PARTY SUPPLIERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES WHATSOEVER RESULTING FROM LOST PROFITS OR DATA, HOWEVER ARISING, WHETHER FOR BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, INCURRED BY SUBSCRIBER OR ANY THIRD PARTY, IN EITHER CASE, REGARDLESS OF WHETHER SERVICE PROVIDER OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR THIRD-PARTY SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.6 The provisions of this paragraph 5 will apply to the maximum extent permitted by law. Because some jurisdictions do not allow limitations on implied warranties or limitations of liability for consequential or incidental damages, these limitations may not apply to Subscriber.
6. RIGHTS OF SERVICE PROVIDER
6.1 Service Provider reserves the right to modify the services, features and data from any portion of the Service warning. Notification of any such changes to the Service may be provided by way of notices posted prominently within the Service and on Service Provider’s website.
7. TERMINATION OF AGREEMENT
(a) the expiry of the Term;
(b) the attempted illegal copying, distribution, transfer, assignment, lease or sale of the Service, or rights thereto, without the prior written consent of the Service Provider; or
(c) notice in writing given by one party to the other upon the violation by that party of any provision of this Agreement if such violation has not been cured within ten (10) days of an initial notice given to the party in violation.
8.1 Subscriber will indemnify Service Provider, its officers, directors, employees, agents, sub-contractors and third-party suppliers (collectively the “Indemnitees”) and hold the Indemnitees harmless from and against any and all liability, loss, damage, actions, claims or expense (including legal fees and expenses) (collectively “Liabilities”) that result from or arise out of:
(a) the use of the Service by Subscriber or any End Users;
Without limiting the foregoing, Subscriber must defend, indemnify and hold harmless the Indemnitees from and against all Liabilities resulting from trials or studies conducted by or on behalf of Subscriber or any End Users relating to the Service. Subscriber is not permitted to settle or compromise any claim or action giving rise to Liabilities in a manner that imposes any restrictions or obligations on Service Provider or grants any rights to the Service without Service Provider’s prior written consent. If Subscriber fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, Service Provider may assume the defense of such claim or action for Subscriber’s account and at Subscriber’s risk, and any Liabilities related thereto shall be conclusively deemed a liability of Subscriber. The indemnification rights of Service Provider or any other Indemnitee contained herein are in addition to all other rights which each Indemnitee may have at law or in equity or otherwise.
(a) promptly notifies Service Provider in writing of the claim;
(b) provides Service Provider with the sole control of settlements, compromises, negotiations and defenses of any such claims; and
(c) provides Service Provider with all commercially reasonable available information, assistance and authority to do so.
9. GENERAL PROVISIONS
9.1 Service Provider’s waiver, failure or delay to exercise any right, provision or entitlement herein shall not be deemed to constitute a waiver of same or any other provision, right or entitlement herein.
9.3 Any Personal Information collected or accessed by Subscriber in the performance of its obligations hereunder shall be limited to that which is reasonably necessary to perform such obligations or to fulfill any legal requirements.
9.8 Any notice permitted to be given by one of the parties hereunder shall be deemed to be sufficiently and duly given if in writing and delivered personally or sent by prepaid registered mail deposited in the post office or transmitted by facsimile or email, if to Service Provider to the address set out below or as otherwise provided by Service Provider and if to Subscriber to the address of the Subscriber set out on the Purchase Order. Both parties agree that any notices sent via electronic means, including e-mail, will be deemed to be a written document in accordance with the Ontario Electronic Commerce Act, and any other similar, applicable legislation.
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