Website Use Agreement
WEBSITE USE AGREEMENT
This version in effect since November 15, 2010
Please read this Agreement carefully. This Agreement governs use of the Simons Foundation website and exempts The Simons Foundation (the “Foundation”) and other persons from liability or limits their liability, and contains other important provisions. By accessing or using the website, you acknowledge and signify that you have read, understood, and agreed to be bound by this Agreement. If you do not agree with each provision of this Agreement, or you are not authorized to agree to and accept this Agreement on behalf of the person you represent, do not access or use the Website.
1. Your Acceptance of this Agreement
This is an Agreement between you and all persons you represent (and for purposes of this Agreement, “person” includes natural persons and any type of incorporated or unincorporated entity) and the Foundation regarding your access to and use of the Foundation’s website and all content, information, products and services available on or through the website, accessible at www.thesimonsfoundation.ca (the “Website”).
Each time you use the Website, you signify your acceptance and agreement, and the acceptance and agreement of any person you represent, without limitation or qualification, to be bound by this Agreement as it then reads, and you represent and warrant that you have the legal authority to agree to and accept this Agreement on behalf of yourself and any person you represent. If you do not agree with each provision of this Agreement, or you are not authorized to agree to and accept this Agreement on behalf of the person you represent, you may not access or use the Websit
2. Permission to Use the Website
The Website may be accessed and used only by individuals who can form legally binding contracts on their own behalf and on behalf of persons they represent, and who have accepted this Agreement. The Website may not be used by persons if their permission to use the Website has been previously revoked or terminated by the Foundation.
3. Scope of Agreement
This Agreement governs your use of the Website and is the entire agreement between you and the Foundation relating to your use of the Website. This Agreement supersedes all previous agreements, written, oral or otherwise, between you and the Foundation with respect to your use of the Website.
This Agreement is in addition to and supplements any other written agreements you may have with the Foundation concerning your dealings with the Foundation generally. If there is any inconsistency or conflict between the provisions of this Agreement and the provisions of any other agreements that you or any persons you represent have with the Foundation, the provisions of this Agreement will govern regarding access to and use of the Website, and the other agreements will govern regarding all other matters.
4. Changes to this Agreement
The Foundation may in its discretion change, supplement or amend this Agreement from time to time as it relates to future use of the Website, without any prior notice or liability to you or any other person, by posting the revised Agreement on the Website. By using the Website after this Agreement has been revised, you signify your acceptance and agreement, and the acceptance and agreement of all persons you represent, without limitation or qualification, to be bound by the revised Agreement, and you represent and warrant that you have the legal authority to agree to and accept the revised Agreement on behalf of yourself and all persons you represent. If you do not agree with each provision of the revised Agreement, or you are not authorized to agree to and accept the revised Agreement, you may not continue to use the Website. You may not change, supplement, or amend this Agreement in any manner.
5. Ownership and Permitted Use of the Website
The Website is made available to you for your lawful, personal use only. You may use the Website only in the manner described expressly in this Agreement and subject to all applicable laws. Using the Website for any other purpose or in any other manner is strictly prohibited.
The Website (including all content and other information in text such as but not limited to the resource materials, presentation materials, newsletters), graphical, video and audio forms, images, designs, data, and other elements available on or through the Website is the property of the Foundation and others, and is protected by Canadian and international copyright, trademark and other laws. Your use of the Website does not transfer to you any ownership or other rights in the Website or its content.
Other names and logos appearing on or in connection with the Website may be registered or unregistered trademarks, official marks, service marks, trade names and logos of their respective owners. Any use of the trademarks, official marks, service marks, trade names or logos displayed on or in connection with the Website is strictly prohibited, and nothing appearing on or in connection with the Website will be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any of those marks. Without limiting the generality of the foregoing, you may not use any metatags or any other “hidden tags” utilizing any name, trademark, or product or service name of the Foundation without the express prior written consent of the Foundation.
You may print Website pages provided that you do not modify any of the pages and you do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers. The Website and its content may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, without the express prior written consent of the Foundation. You may not reproduce, copy, duplicate, sell, or resell any part of the Website or access to the Website. You may not use any of the software that is used in the operation or provision of the Website except while you are using the Website in accordance with this Agreement. You may not copy, imitate or use, in part or in whole, the look and feel of the Website including but not limited to all page headers, custom graphics, button icons and scripts.
You are granted a limited, revocable, non-exclusive right to create a text hyperlink to the Website for non-commercial purposes only, provided such link does not portray the Foundation in a false, misleading, derogatory or otherwise defamatory manner and provided that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. The Foundation may in its discretion cancel or revoke this right at any time and without any notice or liability to any person.
The framing, mirroring, scraping or data-mining of the Website or any of its content in any form and by any means is strictly prohibited.
6. Third Party Content
The Foundation may provide content of third parties as a service to those interested in such content, and the Foundation may provide links to third party content, or post third party content to the Website (collectively, the “Third Party Content”). The Foundation does not monitor or have any control over any Third Party Content. The Foundation does not endorse or adopt any Third Party Content, and does not represent, warrant, or guarantee the accuracy of any Third Party Content and undertakes no responsibility or liability to update or review any Third Party Content. The Foundation is not liable for any Third Party Content. Your use or reliance on the Third Party Content is at your own risk.
7. Disclaimers, Liability Exclusions/Limitations and Indemnity
Your access to and use of the Website is at your own risk. The Website is provided on an “as is” and “as available” basis, without any representations, warranties or conditions of any kind, whether express or implied, and including without limitation implied representations, warranties or conditions of or relating to accuracy, accessibility, availability, completeness, durability, errors, fitness for a particular purpose, lack of negligence, merchantability, non-infringement, performance, quality, results, security, sequence, service, timeliness, title, uninterrupted service, viruses or workmanlike effort, all of which are hereby waived by you and disclaimed by the Foundation to the fullest extent permitted by law. there will not be any representations, warranties or conditions created by a course of dealing, course of performance or trade usage.
Without limiting the generality of the foregoing, the Foundation makes no representation, warranty, condition or guarantee that: (a) the Website will be compatible with your computer and related equipment and software; (b) the Website will be available or will function without interruption or will be free of errors or that any errors will be corrected; (c) the Website will meet your requirements; (d) the information available on, through or connected with the website (including but not limited to the Third Party Content) will be timely, uninterrupted, sequential, accurate, authentic or complete; (e) certain or any results may be obtained through the access to or use of the Website; or (f) the access to and use of the Website will be free of viruses, trojan horses, worms or other destructive or disruptive components and will not infringe the rights (including intellectual property rights) of any person; and the Foundation disclaims any and all liability regarding such matters to the fullest extent permitted by law.
You are solely responsible and liable for: (a) obtaining, configuring and maintaining all computer hardware, software, telephone/internet services, and other equipment and services necessary for you to access and use the Website; (b) scanning for and preventing the receipt and transmission of viruses, trojan horses, worms or other destructive or disruptive components; and (c) maintaining a complete and current backup of all information and data in your computer system prior to accessing or using the Website.
The internet is not a secure medium, may be subject to interruption and disruption, and inadvertent or deliberate breaches of security and privacy. the operation of the Website may be affected by numerous factors beyond the control of the Foundation, and may not be continuous or uninterrupted, secure or private.
The Foundation is not under any obligation to verify the identity or authority of any person accessing or using the Website.
Without limiting the generality of the foregoing and notwithstanding any other provision of this agreement, under no circumstances will the Foundation ever be liable to you or any other person for any indirect, incidental, consequential, special, punitive or exemplary loss or damage arising from, connected with, or relating to the Website, this Agreement, the subject matter of this Agreement, the termination of this Agreement or otherwise, including but not limited to loss of data, business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise, or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without limitation gross negligence and fundamental breach) by the Foundation or any person for whom the Foundation is responsible, and even if the Foundation has been advised of the possibility of such loss or damage being incurred.
Without limiting the generality of the foregoing, the Foundation will not be liable to you or any other person for any loss or damage suffered by you or any other person as a result of any failure or refusal by the Foundation to give effect to, or for any failure or delay by the Foundation in receiving, accessing, processing or accepting, any communication sent to the Foundation by means of the Website, email or otherwise, or for any loss or damage suffered as a result of the operational failure, malfunction, interruption, change, amendment or withdrawal of the Website or any part of it.
Without limiting the generality of the foregoing and notwithstanding any other provision of this agreement, under no circumstances will the total aggregate liability of the Foundation to you or any other person under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without limitation gross negligence and fundamental breach) by the Foundation or any person for whom the Foundation is responsible, and even if the Foundation has been advised of the possibility of such potential loss or damage being incurred, ever exceed $10 (CDN). You hereby release, remise and forever discharge the Foundation from any and all liability in excess of $10 (CDN).
You will indemnify, defend and hold the Foundation harmless from and against any and all liabilities, expenses and costs, including without limitation reasonable legal fees and expenses, incurred by the Foundation in connection with any claim or demand arising out of, related to, or connected with your access to or use of the Website, your breach of this agreement, or any wrongful conduct by you or any person for whom you are responsible under this Agreement or at law. You will assist and co-operate as fully as reasonably required by the Foundation in the defence of any such claim or demand.
In this Section 7, (a) references to “the Foundation” includes the Foundation and each of its directors, officers, employees, agents, information providers, service providers, licensors and licensees, and all other related, associated, or connected persons, jointly and severally; (b) references to “Website” include all content, information, products and services available on, through or in connection with the Website; and (c) references to “You” means you and any persons you represent.
8. Personal Information Privacy
9. Other Sites/Resources
10. Intellectual Property Complaints
If you believe that any material on the Website infringes any copyright or other intellectual property rights which you own or control and which permission was not granted to the Foundation, you may file a notification of such infringement to firstname.lastname@example.org.
Notwithstanding any other provision of this Agreement, the Foundation may in its discretion change, discontinue, modify, restrict, suspend or terminate the Website or any part of it without any notice or liability to you or any other person. The Foundation may in its discretion and for its convenience at any time immediately terminate, temporarily or permanently, this Agreement or your permission to access and use the Website without any notice or liability to you or any other person.
If this Agreement or your permission to access or use all or any part of the Website is terminated for any reason, then this Agreement and all other then existing agreements between you and the Foundation will continue to apply and be binding upon you regarding your prior access to and use of the Website, and anything connected with, relating to or arising therefrom. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement, sections 5, 6, 7, 9, 11 and 12 of this Agreement, and all other provisions necessary for their interpretation or enforcement, will survive indefinitely after the termination of this Agreement and remain in full force and effect.
12. Other Matters
This Agreement, your access to and use of the Website, and all related matters are governed solely by the laws of British Columbia, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws. Any dispute between you and the Foundation or any other person arising from, connected with or relating to the Website, this Agreement, or any related matters (collectively, the “Disputes”) will be resolved before the Courts of British Columbia, sitting in the City of Vancouver, and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those courts in respect of all Disputes.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from this Agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of any such severance this Agreement would fail in its essential purpose.
This Agreement enures to the benefit of and is binding upon each of the Foundation and its successors, assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns and personal representatives. You may not assign this Agreement or the rights and obligations under this Agreement. The Foundation may assign this Agreement and its rights and obligations under this Agreement without your consent. This Agreement contains provisions for the benefit of the Foundation and its directors, officers, employees, agents, information providers, service providers, licensors and licensees, and other related, associated, affiliated or connected persons, each of whom has the right to assert and enforce such provisions directly or on its own behalf.
No consent or waiver by any party to or of any breach or default by any other party in its performance of its obligations under this Agreement will be: (a) deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party; or (b) effective unless in writing and signed by all parties.
The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s’y rapportent soient rediges en anglais.
Any rights not expressly granted by this Agreement are reserved to the Foundation.