BY USING THE “Platform”, YOU AGREE AND MANIFEST YOUR ASSENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND YOU ARE REQUIRED TO READ ALL SECTIONS OF THIS AGREEMENT, INCLUDING THOSE RELATING TO ARBITRATION AND YOUR WAIVER OF CLASS ACTION RIGHTS. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY DISCONTINUE YOUR USE OF THE “Platform” AND REQUEST THE DELETION OF ANY ACCOUNT THAT YOU MAY HAVE CREATED WITH THE “PLATFORM”. “enRoute” RESERVES THE RIGHT TO AMEND, MODIFY, REPLACE, OR SUSPEND THESE TERMS AT ANY TIME WITHOUT PRIOR NOTICE. YOUR CONTINUED USE OF THE “Platform” AFTER “enRoute” AMENDS, MODIFIES, OR REPLACES THESE TERMS CONSTITUTES YOUR MANIFESTATION OF ASSENT TO THE AMENDED, MODIFIED, OR REPLACED TERMS. IF YOU ARE UNDER THE AGE OF EIGHTEEN (18) OR THE AGE OF MAJORITY IN YOUR JURISDICTION, YOU ARE EXPRESSLY PROHIBITED FROM USING THIS “Platform”.
- Limited License.Subject to the terms of this Agreement, “enRoute” grants You a limited, non-exclusive, personal, non-transferrable, and revocable license to use the “Platform” for its customary and intended purposes and subject to the terms of this Agreement. “You” understand and agree that “enRoute” reserves the right to terminate this Agreement and its associated license at any time, without prior notice, and within its sole and absolute discretion. Additionally, this limited license will terminate upon Your violation of any term of this Agreement or Your violation of any local, province, state, national, or international law or regulation.
As a condition precedent to the license granted under the terms of this Agreement, You understand and agree that You are expressly prohibited from:
- Distributing, emulating, cloning, hacking, publishing, displaying, selling, assigning, sublicensing, renting, leasing, loaning, modifying, creating derivative works of, translating, or adapting the “Platform”;
- Decompiling, reverse engineering, disassembling, or hacking the “Platform”;
- Circumventing the Platform’s technology protection measures;
- Infringing upon the intellectual property or other proprietary rights of “enRoute”;
- Using the “Platform” to violate any applicable law, statute, regulation, ordinance, or treaty, whether national or international;
- Using the “Platform” to violate the rights of third parties, including, but not limited to, personal or proprietary rights;
- Removing or altering any proprietary notices contained within the “Platform”, including, but not limited to, copyright and trademark notices;
- Imposing a disproportionate load on the “Platform” or its server infrastructure or otherwise attempting to interfere with the operation of the “Platform”;
- Submitting or utilizing any virus, worms, Trojan horses, or other code that might disrupt, disable, harm, erase memory, or otherwise impede the operation, features, or functionality of the “Platform”;
- Attempting to gain access to the private data, network, personal information, or personally identifiable information of other users of the “Platform” or of a third party;
- Posting or transmitting content intended to collect personal or personally identifiable information from users of the “Platform” or third parties;
- Harassing another user of the “Platform”;
- Harassing a third party through Your use of the “Platform”;
- Posting or transmitting content that threatens or encourages bodily harm or the destruction of property through the “Platform”;
- Posting or transmitting content that constitutes fraud, an unwanted commercial solicitation, a phishing scam, a pyramid, or a chain letter through the “Platform”; and
- Posting or transmitting content that is false, inaccurate, misleading, tortious, defamatory, vulgar, obscene, libelous, invasive, hateful, or otherwise objectionable.
You understand and agree that You are prohibited from using the “Platform” in any way inconsistent with or in violation of this Agreement or any local, provincial, state, national, or international laws or regulations.
- User Account.“enRoute” may provide You with the ability to register a user account (“User Account”), which will provide access to the “Platform”. Your User Account is protected by a username and password. You recognize that You are solely responsible for maintaining the security and confidentiality of Your username and password and that You are responsible for any unauthorized access to Your User Account. In the event Your User Account is accessed without Your authorization, You agree to notify “enRoute” immediately. “enRoute” reserves the right to restrict access to, suspend, disable, or delete Your User Account at any time, in its sole discretion, and without prior warning.
- User-Generated Content.“enRoute” may provide you with the ability to upload, contribute, or transmit user-generated content to or through the “Platform”, including, but not limited to, text, photographs, images, videos, and audio files (collectively “User-Generated Content”). You warrant that your User-Generated Content will not (i) violate any law, statute, regulation, or ordinance, whether local, state, provincial, national, or international, (ii) violate any term or condition of this Agreement, or (iii) violate the rights of third parties, including intellectual property rights and any other personal or proprietary rights. By submitting User Generated Content to the “Platform”, you grant “enRoute” a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User-Generated Content for the customary and intended purposes of the “Platform”. The customary and intended purposes of the “Platform” may include, but are not limited to, displaying the Platform’s content to you or to third parties, providing the Platform’s services to you or to third parties, and archiving or making backup copies of the “Platform”. By submitting User-Generated Content to the “Platform”, you waive all moral rights or rights of publicity or privacy with respect to the User-Generated Content submitted to the “Platform”. When posting User-Generated Content to the “Platform”, you warrant that your User Generated Content will be accurate, truthful, non-deceptive, and complete.
- Proprietary Rights.You understand and agree that the “Platform”, including, but not limited to, its source code, design, logos, user interface, data, selection and arrangement, executable code, structure, and organization, contains the valuable trade secrets and intellectual property of “enRoute”. Under the terms of this Agreement, You do not acquire any ownership rights to the “Platform” or the data or content contained therein. You acquire only a limited license to use the “Platform” subject to the terms of this Agreement. All other rights are reserved by “enRoute”.
- You acknowledge and agree that any and all trademarks, trade names, design marks, or logos displayed on or through the “Platform” by “enRoute”, including, but not limited to, “enRoute”, are common law or registered trademarks owned by or licensed to “enRoute”. You are expressly prohibited from using the trademarks of “enRoute” to cause confusion in, to cause mistake in, or to deceive consumers, or from falsely designating the origin of, the source of, or the sponsorship of Your goods or services. You are further prohibited from using the trademarks of “enRoute” in domain names, in keyword advertisements, to trigger keyword advertisements, or in meta tags. All other trademarks, trade names, design marks, or logos are the property of their respective owners.
- “enRoute” as Service Provider.You understand and agree that “enRoute” provides the “Platform” as a service and will not be held liable for and takes no responsibility for any interactions by and between users of the “Platform”. You understand and agree that “enRoute” is an interactive computer service as those terms are defined under Section 230 of the Communications Decency Act and the Canadian Code of Advertising Standards that “enRoute” cannot be held liable for any commercial or personal torts in its role as a publisher of information provided by third parties. Though “enRoute” may edit, remove, or control the content submitted to and displayed through the “Platform” by third parties, it will not be held liable for that content displayed. The “Platform” may contain links to third-party websites. The inclusion and display of such links does not imply approval or endorsement of the linked site by “enRoute”.
- When You register and use a User Account to access the “Platform”,“enRoute” may provide You with the ability to make payments to “enRoute” for services, including, but not limited to, for the licensing of the “Platform”. All fees paid to “enRoute” will be payable in the amounts and upon the payment schedule listed in the “Platform” or on the “enRoute” website. All payments made to “enRoute” are non-refundable. You represent and warrant that You will timely pay all fees and charges, including, but not limited to, in those instances in which You agree that “enRoute” may charge Your payment method on a reoccurring basis. “enRoute” reserves the right to terminate Your User Account and access to the “Platform” for Your failure to timely pay. All fees will be quoted and payable in United States Dollars. You agree that You will not initiate any chargebacks against “enRoute” unless approved by “enRoute” in writing. You understand and agree that You will be held responsible for any costs or fees associated with any unauthorized chargebacks. Any disputes as to payment must be brought to “enRoute” attention in writing within thirty (30) days or will otherwise be barred.
- You agree that You will pay all taxes assessed by governmental bodies, whether local, state, provincial, national, or international, associated with Your use of the Website. “enRoute” will report as income all payments received from You to “enRoute” to all proper taxing authorities.
- Copyright Policy.
- “enRoute” will respond to all duly authorized notices of alleged infringement that comply with the Digital Millennium Copyright Act and the Copyright Act of Canada. If you believe that a user of the Software has infringed upon your copyright rights, you may provide “enRoute” with a notice of copyright infringement that complies with copyright acts. Upon receipt of a notice that complies with the copyright acts, “enRoute” will make a good faith attempt to notify the owner or uploader of the allegedly infringing content so that they can respond with a counter-notification under the copyright acts.
- All notices of copyright infringement submitted to “enRoute” must contain the following:
- the physical or electronic signature of a person authorized to act on behalf of the copyright owner;
- identification of the copyrighted work(s) alleged to have been infringed;
- the location of the copyrighted work(s) in the Software;
- your contact information, such as an address, telephone number, fax number, or email address;
- a statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and
- a statement, under penalty of perjury, that the information contained in the notification is accurate and that you are authorized to act on behalf of the copyright owner
- Upon receipt of a duly authorized notice of infringement, “enRoute” will undertake reasonable efforts to notify the poster of the allegedly infringing content so that the poster may issue a counter-notification. Counter-notifications must contain the following:
- The physical or electronic signature of the User;
- Identification of the material that has been removed or the location where the material previously appeared;
- A statement, under penalty of perjury, that the subscriber has a good faith belief that the material was removed due to mistake or misidentification; and
- The subscriber’s name, address, and telephone number and a statement that the subscriber consents to the jurisdiction of the provincial or federal district court in which the subscriber is located.
- All notices of infringement may be sent to firstname.lastname@example.org
- Term and Termination.The term of this Agreement will begin upon Your first accessing of the “Platform” and will continue until the earlier of the following: (i) “enRoute” terminates Your access to the Platform; or (ii) You cease using the “Platform” and terminate Your User Account. “enRoute” reserves the right to terminate the “Platform” or Your access to the “Platform” in its sole and absolute discretion and without prior notice.
- Disclaimer of Warranties and Limitation of Liability.YOU ACKNOWLEDGE AND AGREE THAT THE “PLATFORM” IS PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT “enRoute” WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE WEBSITE OR DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT “enRoute”s LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO USE THE “PLATFORM” OR $1,000, WHICHEVER IS LESS.
- You agree to indemnify, defend, and hold harmless “enRoute”, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives, from any and all losses, including, but not limited to, costs and attorneys’ fees, arising out of or related to (i) Your use of the “Platform”,(ii) Your violation of any term or condition of this Agreement; (iii) Your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights; and (iv) violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international. Your obligation to defend “enRoute” will not provide You with the ability to control “enRoute”s defense, and “enRoute” reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.
- Any dispute, controversy, difference, or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Edmonton Chamber of Commerce Arbitration Center in force when the Notice of Arbitration is submitted. The place of arbitration shall be Edmonton, Alberta, Canada. The arbitration shall be governed by the laws of the Province of Alberta, Canada. Said arbitration shall be enforceable consistent with The Convention on the Recognition and Enforcement of Foreign Arbitral Awards, commonly referred to as the New York Convention. The number of arbitrators shall be one and the arbitration proceedings shall be conducted in English.
YOU UNDERSTAND AND AGREE THAT CLASS OR COLLECTIVE ARBITRATION IS PROHIBITED UNDER THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT NO CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR REQUESTS FOR RELIEF MAY BE ASSERTED IN ANY ARBITRATION PROCEEDING HELD UNDER THIS AGREEMENT. ANY QUESTION CONCERNING THE INTERPRETATION OF OR ENFORCEABILITY OF THIS CLASS ACTION WAIVER WILL BE DECIDED BY A COURT AND NOT THE ARBITRATOR.
- Force Majeure.“enRoute” will not be responsible for any delay or failure in performance of the “Platform” arising out of any cause beyond “enRoute” control, such as acts of God, war, riots, fire, terrorist attacks, power outages, severe weather, or other accidents.
- The representations, warranties, duties, and covenants made by You under this Agreement will survive the termination of this Agreement, Your User Account, or the “Platform”, including, but not limited to, Your duty to indemnify and defend “enRoute”.
- You are expressly prohibited from assigning Your rights and duties under this Agreement. “enRoute” reserves the right to assign its rights and duties under this Agreement, including in a sale of “enRoute” or the “Platform”.
- Waiver and Integration.No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.
October 28th, 2018