IMPORTANT: BY ACCESSING OR OTHERWISE USING THE CRITERIA, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT AND AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS OR OTHERWISE USE THE CRITERIA.
By accessing or otherwise using the Criteria in any manner, You: (a) indicate Your acceptance of, and agreement to be legally bound by this Agreement; and (b) consent to the installation of any part of the Criteria and any related components and software on Your computer, mobile or other device. If You do not accept and agree to be legally bound by this Agreement, You are not permitted to access or otherwise use the Criteria. It is suggested that You print a copy of this Agreement for Your records.
Equality Fund may, in its sole discretion, modify, supplement or amend this Agreement without any notice or liability to You or any other person. If any such change is made, Equality Fund will post the changes to this Agreement and will indicate at the top of this page the date this Agreement was last revised. Equality Fund may also require You to revisit this Agreement, as amended, and affirmatively agree to such amendments. If You do not agree to the terms of this Agreement, as may be revised, You may not use the Criteria. You understand and agree that Your continued access to or use of the Criteria is dependent upon agreeing to such amendments to this Agreement and that if You do not agree to any amended terms You must immediately stop using the Criteria.
- Use of the Criteria. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead Equality Fund with respect to any information You provide through the Criteria. Equality Fund reserves the right (but not the obligation) to remove or edit such content, but does not regularly review such content.
If You are accessing or using the Criteria on behalf of another person or entity, or if You are sharing the information of another person or entity on their behalf via the Criteria, You state that You are authorized to grant all licenses set forth in this Agreement and to agree to the terms of this Agreement on behalf of that person or entity.
In consideration for Your licence to use the Criteria, You hereby grant to Equality Fund a world-wide, perpetual, irrevocable, transferable, assignable, sub-licensable, royalty-free, non-exclusive and unrestricted licence to copy, reproduce, adapt, transmit, edit, modify, host or otherwise use, publicly display, distribute, translate and create compilations and derivative works from, the User Data (in any format or media). You hereby waive all moral rights in and to all User Data that You post on, upload or otherwise submit to or through the Criteria in favour of Equality Fund and anyone authorized by Equality Fund to reproduce or otherwise use such materials.
You represent and warrant that: (a) You are the owner of the User Data or have the necessary licenses, rights, consents, releases, waivers and permissions to use and access the User Data, and grant the licences set out herein; and (b) such use of the User Data will not infringe the proprietary rights of any third party, including any intellectual property rights therein.
- GLI Content and Criteria Ownership. The Criteria consists of various graphics, texts, icons, buttons, software, and other files, images, and materials that have been provided by Equality Fund and/or third parties under Equality Fund’s direction. The Criteria and all such content is owned by Equality Fund and/or the applicable third party. Equality Fund and applicable third parties hold all right, title, and interest in and to any content provided by such parties for the Criteria, including all such information in text, graphical, and other formats, images, icons, designs, trademarks, brand names and software (collectively, “GLI Content”).
You hereby acknowledge that the Criteria is protected to the fullest extent permitted by applicable law, including copyright, trademark, patent and all other applicable intellectual property and other laws. Any rights not expressly granted to You in this Agreement are expressly reserved by Equality Fund and its licensors. For clarity, Your use of the Criteria does not grant or transfer to You any ownership or other rights in the Criteria and except as expressly provided, nothing herein or within the Criteria shall be construed as conferring on You or any other person any license under any of Equality Fund’s or any third party’s intellectual property or other rights.
You may not modify, adapt or create derivative works of the Criteria, in whole or in part, except as expressly authorized by Equality Fund pursuant to this Agreement. To the extent that Equality Fund (or any third party on its behalf) creates any intellectual property rights in connection with the performance of this Agreement or any in connection with the performance of any services, Equality Fund shall own all such intellectual property rights. You agree that You will not take any action that is inconsistent with Equality Fund’s or any third party’s, ownership of the Criteria.
- Criteria Functionality. Equality Fund may, in its sole discretion, change, suspend or terminate, temporarily or permanently, the Criteria or any component of the Criteria or any of its features at any time, for any reason without any notice or liability to You. Equality Fund may also stop providing portions of the Criteria or certain functionality within the Criteria if it is no longer feasible for Equality Fund to do so, including circumstances where Equality Fund’s agreements with third parties no longer permit it to do so or external issues arise that make it imprudent or impractical.
- Trademarks. Certain names, graphics, logos, icons, designs, words, titles or phrases contained within the Criteria may constitute trade names, registered or unregistered trademarks or service marks (collectively, “Trademarks”) of Equality Fund or third parties. All Trademarks not owned by Equality Fund are the property of their respective owners, and, where used by Equality Fund are used under license or with permission. All Trademarks are and shall remain the sole and exclusive property of their respective owner(s). Any use of such Trademarks, except as expressly provided for herein, without the express written consent of the applicable owner is strictly prohibited. Nothing contained herein or on the Criteria may be construed as granting, by implication, estoppel, or otherwise, any license to use any of the Trademarks. You agree that You will not take any actions inconsistent with Equality Fund’s ownership of, or any third party’s ownership of, the Trademarks.
- Limited License. Upon Your acceptance of the terms and conditions of this Agreement, You may use the Criteria only for the processing of Your User Data. You agree that any information available using the Criteria shall be used by You for informational purposes only. Your limited licence to use the Criteria is automatically revoked upon termination or expiration of this Agreement.
- Restrictions. You agree that You shall not: (a) use, copy, sublicense, modify, distribute, download or transfer the Criteria, in whole or in part, except as expressly provided in this Agreement; (b) (i) reverse engineer, alter, disassemble, decompile, adapt or translate the Criteria; (ii) attempt to derive the source code of the Criteria; (iii) create any derivative work from the Criteria; (iv) use the Criteria to create a competing product; and/or (v) authorize or assist any third party to do any of the foregoing; (c) circumvent any technical measures Equality Fund uses to provide the Criteria, including violating the security of any computer network, cracking any passwords or security encryption codes, or using any robot, spider, scraper, or any other means, manual or automated, to access the Criteria for any purpose; (d) rent, lease, resell or otherwise sublicense the Criteria; (e) remove or alter any proprietary notice or legend regarding Equality Fund’s, or any third party’s, proprietary rights in the Criteria; (f) use the Criteria except in accordance with the terms of this Agreement and all applicable laws and regulations; and/or (g) provide, post, list or upload content that infringes or violates the intellectual property rights or any other rights of anyone else, including Equality Fund.
- Confidentiality. The structure, organization and source code of the Criteria are the valuable trade secrets and proprietary confidential information of Equality Fund and its affiliates or licensors. You agree not to provide or disclose to any third party any such confidential information that is or that may be contained in and/or derived from the Criteria. Notwithstanding the foregoing, any information made available to You through the Criteria, which is based upon, and solely result from the processing of, Your User Data shall not be considered confidential information of Equality Fund and its affiliates or licensors for the purposes of this Section 10.
- Technical Requirements. Your use of the Criteria may require Your computer, mobile or other device to be connected to the Internet. You are solely responsible for the cost and maintenance of any such Internet or mobile connection, including any data usage, roaming or other charges that You incur. Further, You acknowledge that, from time to time, You may be unable to access or use the Criteria.
Your access or use of the Criteria may be subject to certain minimum technical requirements. It is Your responsibility: (a) to ensure that You have access to the hardware and/or software platforms required to access and use the Criteria; and (b) for updating and maintaining Your devices, Internet or mobile connection. Equality Fund reserves the right to change or cease support of any hardware or software platforms at any time.
- Indemnity. You agree to indemnify, defend (at Equality Fund’s option) and hold Equality Fund, its affiliates, and the directors, officers, employees, agents, licensors, contractors and other representatives of each of them (collectively, “EF Parties”) harmless from any claims, losses, liabilities, damages, suits, actions, costs, penalties and demands arising out of or relating, directly or indirectly, to: (a) Your access and/or use of the Criteria; (b) Your provision of any User Data; (c) Your violation of any of the terms and conditions of this Agreement; and (d) the infringement by You of any intellectual property or other right of any person or entity.
- Disclaimer and Limitation of Liability – READ THE FOLLOWING CAREFULLY. Equality Fund and its affiliates and licensors are not responsible for Your actions, including Your use of the Criteria, whether or not in breach of this Agreement. Equality Fund reserves the right, at its sole discretion, to suspend or terminate Your right to use the Criteria.
Information obtained from or through the Criteria is for informational purposes only and is not intended to provide specific advice and should not be relied upon. Your reliance on any information obtained from or through the Criteria is solely at Your own risk. Without limiting the foregoing, in no event shall Equality Fund have any liability for decisions made or actions taken by You as a result of using the Criteria.
To the maximum extent permitted by applicable law, the Criteria is provided “as is” and “as available” without any representations, conditions or warranties whatsoever. The entire risk associated with the use of the Criteria resides with You. Equality Fund and the EF Parties expressly disclaim all other representations, warranties or conditions, whether express, implied, or statutory, including any warranties or conditions of title, non-infringement, non-interference and/or quiet enjoyment, system integration, or implied warranties or implied conditions of merchantability and fitness for a particular purpose.
Without limiting the foregoing, neither Equality Fund nor the EF Parties make any representation or warranty that the: (a) functions contained in, or services performed or provided by, the Criteria will meet Your requirements; (b) Criteria will be compatible with Your computer, mobile or other device and/or software; (c) Criteria will be available or will function without interruption or error; (d) use of the Criteria will be free of any viruses, Trojan horses, worms or other destructive, intrusive or disruptive components; (e) transmission of information to and from the Criteria will be secure; (f) use of the Criteria will not infringe the rights (including intellectual property rights) of any person or entity; (g) use of the Criteria will not cause any damage to Your computer, mobile or other device, software or electronic files; and/or (h) information, materials and documents made available on the Criteria are accurate, complete or current.
In no event will Equality Fund or the EF Parties be liable to You or any other person or entity for any personal injury, damage to property, or any incidental, special, indirect, punitive, exemplary or consequential damages whatsoever, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, whatsoever arising from, connected with, or relating to, directly or indirectly, the Criteria however caused, regardless of the theory of liability (contract, tort or otherwise) and even if Equality Fund and the EF Parties have been advised of the possibility of such damages. You expressly acknowledge that Equality Fund has entered into this Agreement with You and makes the Criteria available to You, in reliance upon the limitations and exclusions of liability and the disclaimers set forth herein, and that the same form an essential basis of the bargain between You and Equality Fund. In no event shall Equality Fund’s or the EF Parties’ aggregate liability to You exceed CAD $20. You expressly agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive, and continue to apply in the case of a fundamental breach or breaches, the failure of essential purpose of contract, the failure of any exclusive remedy, or termination of this Agreement.
- Accuracy, Completeness and Timeliness of Information. Equality Fund is not responsible if information or documents, including the GLI Content, made available on the Criteria is not accurate, current or complete. Such information and documents are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or timelier sources of information. Equality Fund reserves the right to modify the information and documents, including the GLI Content, made available on the Criteria at any time, but it has no obligation to update any such information or documents. You agree that it is Your responsibility to monitor changes to the Criteria.
- No Duty to Correct Errors. Without limiting the provisions of this Agreement, You acknowledge and agree that Equality Fund has no obligation under this Agreement to provide any maintenance and support services or correct any defects or errors in the Criteria furnished to You under this Agreement, regardless of whether You inform Equality Fund of such defects or errors or Equality Fund otherwise is, or becomes aware of, such defects or errors.
- Unsolicited Material and Feedback. Equality Fund appreciates feedback and other suggestions from You regarding the Criteria, and may, in its sole discretion, use them without any restrictions or obligation to compensate You for them, and is under no obligation to keep them confidential.
- Survival. All provisions of this Agreement, which, by their nature and surrounding circumstances, reasonably should survive the expiration or termination of this Agreement, will survive such expiration or termination.
- Interpretation. In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the words “including” or “includes” in this Agreement is to be construed as meaning “including, without limitation” or “includes, without limitation”, respectively.
- Governing Law. This Agreement and Your use of the Criteria shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to any conflicts of law principles. You hereby irrevocably attorn to the exclusive jurisdiction of the courts located in the Province of Ontario with respect to any dispute arising from or related to this Agreement.
- Severability and Waiver. If any provision of this Agreement is held invalid or unenforceable by any court having competent jurisdiction, such provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement shall continue in full force and effect. No failure to exercise or waiver of any provision of this Agreement shall be deemed to be a further or continuing waiver of such provision or any other provision of this Agreement.
- Assignment. This Agreement is binding upon You, Your heirs, executors, beneficiaries, successors and assigns and You may not assign this Agreement to any other party without Equality Fund’s prior written consent, which consent may be withheld in its sole and absolute discretion. Equality Fund may assign all of its rights and obligations under this Agreement to a third party without Your consent and upon any such assignment, Equality Fund shall be fully released from its obligations hereunder and the assignee shall assume the rights and obligations of Equality Fund as if the assignee were an original party to this Agreement. This Agreement will enure to the benefit of the parties hereto and their respective successors and permitted assigns.
- Language. Where this Agreement is provided in any language other than English (e.g., French or Spanish) then such a translated version is for convenience purposes only. For clarity, in the event of any inconsistency, conflict or ambiguity between a translated version and the English version hereof, the provisions of the English version shall always be paramount.
- Inquiries. Please direct enquiries to Equality Fund’s registered business address at: Suite 600, 123 Slater Street, Ottawa, Ontario, Canada, K1P 5H2; or by email at: [email protected].