IMPORTANT PLEASE READ CAREFULLY PORTFOLIO END USER AGREEMENT

Transcription

1 IMPORTANT PLEASE READ CAREFULLY PORTFOLIO END USER AGREEMENT IMPORTANT PLEASE READ CAREFULLY: This Portfolio End User Agreement (hereinafter, the "Agreement") is a legal and binding agreement between you, a Portfolio End User (hereinafter to be referred to as "you" and "your") who is at a subscribing institution (hereinafter, the "Subscriber") and Anaca Technologies Ltd. ("Service Provider"). The Service Provider has entered into a Terms of Use Agreement with the Subscriber to provide you with access to this website which shall be used by you for career and education planning. A copy of the Terms of Use Agreement is posted at Service Provider s Internet website (go to and click on the link marked "Legal"). Please check the terms and conditions on the website periodically for changes to the Terms of Use Agreement and to the terms and conditions set forth in this Agreement. The form of the Terms of Use Agreement and Portfolio End User Agreement in effect and posted at such website will apply to you. IF YOU DO NOT AGREE to be bound by the terms and conditions herein, Service Provider is unwilling to provide you with access to the Portfolio Tool. In that event, immediately stop using the Portfolio Tool. TERMS AND CONDITIONS: 1. DEFINITIONS 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. 1.6 "Portfolio End User(s)" shall mean any End User who is a user of the Portfolio Tool at a Site and who has agreed to a Portfolio End User terms of use agreement.

2 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 ( 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 "Site Administrator(s)" means any teacher, administrator or other professional, of the legal age of majority, located at a Site and who has agreed to a Site Administrator terms of use agreement "Subscriber", means the organization or entity who has agreed to the Terms of Use Agreement with the Service Provider 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 "Term" means the term of the Terms of Use Agreement. 2. TEMRS OF USE 2.1 Service Provider has granted to Subscriber permission to provide an unlimited number of End Users at the Site with access to the Service during the Term and be subject to the terms and conditions of this Agreement and the Terms of Use Agreement. You agree that you are a Portfolio End User and have been given a password and username by your Site Administrator by which you are now accessing this Service. 2.2 You can access the Service via: (a) a computer workstation at the Site by way of username and password verification or by any other means with which your Site Administrator may provide you; and (b) your home computer for personal educational purposes only by way of username and password verification or by any other means with which your Site Administrator may provide you. 2.3 You may copy the Documentation that is provided to you by the Site Administrator for use with the Service at the Site. You may also make screen prints from electronic Content or print downloaded files supplied by the Site Administrator to you or which are found on the website, but only for personal educational purposes. 2.4 The Subscriber has only been granted permission to access the Service and does not own or have any rights other than those specifically given to Subscriber in the Terms of Use Agreement in the Contents or the website. In accordance with the Terms of Use Agreement, you agree that you cannot:

3 (a) use, republish, upload, post or transmit in any way the Service or any Content except as expressly authorized pursuant to the Terms of Use Agreement and this Agreement; (b) copy, reproduce, modify or create derivative works from the Content except as expressly authorized pursuant to the Terms of Use Agreement and this Agreement; (c) use the Content for any commercial or other purpose other than non-commercial educational use by you; (d) remove any copyright or other proprietary notations from the Content or any copies thereof; (e) distribute, transfer, sell, lease, license, assign or otherwise make available, directly or indirectly, the Service or any Content, in part or in whole, including any search output or results, to any other person except as expressly authorized pursuant to the Terms of Use Agreement and this Agreement; and (f) "mirror" the Content on any other server. 2.5 Your use of the Service will grant you access to the Portfolio Tool. You acknowledge that if you use the Portfolio Tool, you will be inputting your Personal Information and other information relating to your career interests using the Service. 2.6 Access to your portfolio via the Portfolio Tool is restricted but a Site Administrator who registers with Service Provider as a Portfolio Administrator may also access and view your Portfolio. 2.7 Service Provider does not have an obligation to monitor the use of the Portfolio Tool. 2.8 The Portfolio Tool is provided for personal use only. It must be used only for the purpose of collecting, organizing and temporarily storing your personal, career, education and life planning information and related materials for the purpose of career/life planning. Any unauthorized commercial or other use of the Portfolio Tool is prohibited. 2.9 You acknowledge that you will not use the Portfolio Tool in any way or for any purpose that is unlawful or prohibited by the terms of this Agreement. You also agree to notify a Site Administrator immediately upon becoming aware of any unauthorized use of a Portfolio Service Provider reserves the right to terminate your access to the Portfolio Tool at any time It is possible that Service Provider may be required to provide usernames, passwords or Personal Information in order to satisfy a particular law, regulation, legal process, law enforcement or governmental request. Accordingly, Service Provider reserves the right to monitor, review, retain or disclose any information as necessary under those circumstances. Service Provider shall be obligated to inform only Subscriber immediately upon receiving notice for access to Personal Information under this subparagraph so that Subscriber may take any action it deems appropriate. 3. OWNERSHIP

4 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 You shall use your best efforts to prevent any illegal use of the Service or Documentation by you or any other person, including protecting all usernames and passwords. 3.3 You do hereby accept full responsibility for the misuse of any password that has been given to you under this Agreement or the Terms of Use Agreement and which was obtained from you or as a result of your negligence or carelessness. You shall not publish the password provided to you and you shall ensure that it is not published on the World Wide Web or in any other publications that can be accessed by the public at large. 3.4 All of the data and written material that you enter while using the Service ("Your Work"), and the copyright associated with Your Work, is owned by you. You do hereby grant to Service Provider a nonexclusive, non-terminable, royalty-free, world-wide license to Your Work and the copyright therein so that Service Provider can fulfill its obligations in accordance with this Agreement and the Terms of Use Agreement. As such, Service Provider shall, at its sole discretion, be able to store, have a copy of, create other backup copies of, give access to Site Administrators to and delete Your Work, but Service Provider shall otherwise treat Your Work as Personal Information. You are responsible for making and having copies of Your Work which you wish to have or keep because Service Provider cannot guarantee you that Service Provider will be able to grant you access to or give you a copy of Your Work at another time if Service Provider has deleted Your Work. 4. LIMITATION OF LIABILITY 4.1 SERVICE PROVIDER ASSUMES NO RESPONSIBILITY FOR THE SELECTION OF THE SERVICE TO ACHIEVE ANY INTENDED PURPOSE, FOR THE PROPER USE OF SERVICE OR FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE SERVICE. THE SERVICE AND THE CONTENT PROVIDED WITH THE SERVICE ARE PROVIDED "AS IS." SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, SERVICE PROVIDER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS OR RELIABILITY OF THE USE OF THE SERVICE OR OTHERWISE RELATING TO THE SERVICE OR ANY MATERIAL ON ANY WEBSITES LINKED TO THE SERVICE. SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE OR THAT THE SERVICE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF SUBSCRIBER S OR YOUR USE OF THE SERVICE OR CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, SERVICE PROVIDER IS NOT RESPONSIBLE FOR THESE COSTS. 4.2 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 DATA OR THE MISUSE OF DATA OR PERSONAL INFORMATION, HOWEVER

5 ARISING, WHETHER FOR BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, INCURRED BY YOU, SUBSCRIBER OR ANY THIRD PARTY, IN ANY 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. 4.3 YOU AGREE THAT, IN ANY EVENT, THE MAXIMUM AGGREGATE LIABILITY OF SERVICE PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS AND THIRD-PARTY SUPPLIERS UNDER THIS AGREEMENT, OR OTHERWISE IN RESPECT OF THE SUBJECT MATTER OF THIS AGREEMENT, FOR DAMAGES, REGARDLESS OF FORM OF ACTION, WILL BE EQUAL TO CDN $ The provisions of this paragraph 4 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 you. 5. TERMINATION OF AGREEMENT 5.1 You acknowledge that your use of and access to the Service is dependent upon the Terms of Use Agreement still being valid between the Service Provider and Subscriber. Your ability to use the Service shall terminate upon the termination of the Terms of Use Agreement. 5.2 Any and all use of or access to the Service by you following termination of the Terms of Use Agreement is prohibited and may result in additional fees and charges being levied against you or Subscriber. 5.3 Paragraphs 1, 3, 4, 5, 6, 7 and 8 shall survive the termination or expiration of this Agreement and the Terms of Use Agreement. 6. INDEMNITY 6.1 You 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 improper use of the Service by you; and (b) any breach by you of this Agreement. 7. COPYRIGHT AND TRADEMARK NOTICES 7.1 All Content is: Copyright Anaca Technologies Ltd. and/or its suppliers, c/o Anaca Technologies Ltd., 1867 Yonge Street, Suite 1002, Toronto, Ontario, M4S 1Y5. All rights reserved. 7.2 Career Cruising is a registered trademark of Anaca Technologies Ltd. 7.3 Any rights not expressly granted herein or in the Terms of Use Agreement are reserved.

6 8. GENERAL PROVISIONS 8.1 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. 8.2 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any actions at law or in equity arising out of or in relation to this Terms of Use Agreement may be filed only in courts located in the Province of Ontario, Canada and you hereby consent and submit to the personal jurisdiction of such courts. 8.3 If any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired as a result of such event in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired as a result of such event, unless in either case as a result of such determination this Agreement would fail in its essential purpose.