LAST UPDATED ON: June 1, 2017
1. AGREEMENT TO BE BOUND. These Terms of Service describe and govern all access and use of all products, services, websites, platforms, portals, communication services, mobile services, databases, documentation and software, present or future, associated with the Concept Suite Solution (collectively the “Services”) provided by or through Concept Interactive Inc. and its subsidiaries and affiliates (collectively “Concept”). Access or use of any of the Services by you, the Customer, or access or use of any of the Services by any party authorized or permitted by you (a “Service User”), shall constitute agreement by you the Customer on your own behalf and on behalf of your Service User to be bound by these Terms of Service, as they may be amended.
2. AMENDMENTS TO TERMS OF SERVICE. Concept may, in its sole and absolute discretion, amend the Terms of Service at any time and from time to time by posting such amended Terms of Service to the Customer’s portal provided by Concept. Such amended Terms of Service shall be effective and binding as soon as they are posted, and any use of the Services after such posting constitutes agreement to and acceptance of the amended Terms of Service. You the Customer are responsible for monitoring the posted Terms of Service regularly for amendments that may impact you or your Service Users and for notifying your Service Users of such amended Terms of Service.
3. CUSTOMER RESPONSIBLE FOR SERVICE USERS. The Customer, by permitting Service Users to access or use the Services, acknowledges and agrees that it is the Customer’s responsibility to ensure that all Service Users in relation to their access and use of the Services are aware of and in compliance with the Terms of Service and to inform such Service Users that if any such Service User does not accept and agree to the Terms of Service, the Customer may prevent such Service User from accessing and using the Services. The Customer is also responsible for advising its Service Users that they are responsible for access or use of the Services by others who use their password(s) or their other security information for access to the Services.
4. VIOLATION OF TERMS OF SERVICE. Upon any violation of the Terms of Service by the Customer or any Service User, or if the Customer or any Service User authorizes or permits or helps others to do so, Concept may suspend or terminate the Customer’s and/or the Service User’s access and use of the Services.
5. PASSWORDS AND SECURITY INFORMATION. It is the responsibility of the Customer and its Service Users to maintain the confidentiality of their password(s) and other security information and Concept shall not be liable for any loss or damage in relation to their failure to do so. The Customer is responsible for advising its Service Users that if they believe that their password(s) or other security information for their access and use of the Services may have been compromised or breached in any way, they must immediately notify the Customer, and the Customer may in turn notify Concept. The Customer is responsible for advising its Service Users that they must also report any known or expected abuse by others of the Terms of Service to the Customer, and the Customer shall in turn notify Concept. Concept reserves the right at any time to require that the Customer or any Service User change their password or other security information, or to restrict their access to or use of the Services as Concept deems reasonably necessary.
7. PROHIBITED USE AND CONTENT. The Customer shall not, and is responsible for advising its Service Users and ensuring that they shall not, access or use the Services or upload any data or content, or permit others using their password(s) or their other security information for access to the Services, in any manner that Concept in its sole discretion believes:
(a) Violates any federal, national, provincial, state, local, foreign, or international statute, regulation, rule, order, treaty, or other law (“applicable laws”);
(b) Is hateful, abusive, threatening, deceptive, pornographic, obscene, defamatory, slanderous, libelous, offensive, or otherwise inappropriate or objectionable;
(c) Violates or otherwise encroaches on the rights of any other person, including, but not limited to, infringing or misappropriating any intellectual property or proprietary rights;
(d) Advocates, encourages or induces illegal activity;
(e) Stalks, harasses, or harms anyone, including minors;
(f) Impersonates any person or entity or otherwise misrepresents their affiliation with any other person or entity;
(g) Modifies, alters, edits, enhances, tampers with, repairs, exploits, or otherwise creates derivative works of the Services or any software included in the Services;
(h) Copies, reproduces, reverse engineers, disassembles, or decompiles the Services or any software included in the Services;
(i) Accesses or uses the Services in a way intended to avoid incurring fees or exceeding usage limits;
(j) Interferes with or disrupts the Services or websites, servers or networks connected to the Services or provided by or through Concept;
(k) Distributes, publishes, sends, or facilitates unsolicited mass e-mailings, promotions, advertising, or solicitations, including commercial advertising and informational announcements; or
(l) Violates the security or integrity of the Services or any other accounts, websites, servers, computer systems, or networks provided by or through Concept (“Other Services"), including, but not limited to:
(i) Attempting to or accessing or using the Services or any Other Services without permission, whether through hacking, password mining, or by any other means, including attempts to probe, scan, or test the vulnerability of the Services or any Other Services or to breach any security or authentication measures used by the Services or any Other Services;
(ii) Attempting to or using any high volume automated means (including robots, spiders, scripts or similar data gathering or extraction methods) to access the Services or any Other Services;
(iii) Attempting to or monitoring data or traffic on the Services or any Other Services without permission;
(iv) Attempting to or forging or disguising packet or email headers, or any part of a message describing its origin or route, or assuming a sender's identity without the sender's explicit permission;
(v) Attempting to or uploading to the Services or any Other Services data or content that contains viruses, worms, corrupt files, Trojan horses, or other forms of corruptive code, or any other content that may compromise the Services or any Other Services;
(vi) Attempting to or hacking, destabilizing, or adapting the Services or any Other Services, or altering another website to falsely imply it is affiliated with the Concept Suite Solution, the Services or any Other Services;
(vii) Attempting to or interfering with or disrupting the proper functioning of the Services or any Other Services, including any attempt to overload the Services or any Other Services by any means;
(viii) Monitoring or crawling the Services or any Other Services so that such Services or Other Services are impaired or disrupted;
(ix) Attempting to or conducting denial of service attacks;
(x) Using any means (including manual or electronic) to avoid any use limitations placed on the Services or any Other Services, such as access and storage restrictions. Concept has the sole discretion to determine whether any access and use of the Services or the data or content that is uploaded is prohibited. All data or content that is provided to or through Concept or actions that are performed by or through the Customer’s access or use, whether provided or performed by the Customer or its Service Users or by any others using their password(s) or other security information, are the Customer’s sole responsibility.
8. MONITORING AND ENFORCEMENT. While not obligated to perform investigations, Concept reserves the right to:
(a) Investigate violations of the Terms of Service or misuse of the Services;
(b) Investigate and help prevent security threats, fraud, or other illegal, malicious, or inappropriate activity;
(c) Remove, disable access to, or modify any data or content or resource that Concept believes violates the Terms of Service or any other agreement Concept has with the Customer for use of the Services; or
(d) Suspend or terminate provision of Services to any Service User and/or the Customer for uses that violate the Terms of Service or any other agreement Concept has with the Customer for use of the Services. Concept may report any activity that it suspects violates any applicable laws to appropriate law enforcement agencies, regulators, or other appropriate third parties. Concept’s reporting may include disclosing appropriate personally identifiable information from which a Service User can be identified and located and it is the Customer’s responsibility to inform its Service Users of this possibility. Concept may also cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of the Terms of Service.
9. CONCEPT DISCLAIMER. The Customer acknowledges and agrees, and is responsible for advising its Service Users that there are inherent risks in internet and cloud security and connectivity that could result in loss of the Customer’s or a Service User’s security, privacy, confidential information, property and/or content or personally identifiable information, including but not limited to hacking, and that Concept has no obligations and shall have no liability in respect of the same, or the security of the same.
10. LIMITATION ON LIABILITY. To the fullest extent permitted under applicable law, in no event and under no circumstances will the Customer claim or will Concept have any obligation or liability whatsoever (in contract, tort, common or equitable law, statute law or otherwise) for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, arising in relation to the Services provided by or through Concept.
11. GOVERNING LAW. These Terms of Service shall be governed by and construed in accordance with the laws of the Province of Ontario, without regard to Ontario’s conflicts of laws principles, and the federal laws of Canada applicable therein. The courts of the Province of Ontario and all courts within Canada competent to hear appeals therefrom shall have exclusive jurisdiction in dealing with matters arising in connection with the Services and these Terms of Service, including their interpretation and enforcement.
12. MISCELLANEOUS. The failure of Concept to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision or be deemed to be a continuing waiver of such right or provision. Any waiver shall be in writing to be enforceable.
13. SEVERABILITY. If any provision of these Terms of Service is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the Customer agrees that the court may reduce the scope of the severed provision by the minimal amount such that the same would be valid and enforceable, maintaining, as much as possible, the economics and spirit and intent of such provision, failing which the said provision or any portion thereof held to be invalid, illegal or unenforceable, but no others shall be severed and deleted, and the Customer and Concept, each acting reasonably and in good faith, shall agree upon a substitute provision or provisions limiting or reducing the scope of the severed provision by the minimal amount such that the same would be valid and enforceable, maintaining, as much as possible, the economics and spirit and intent of such provision. The enforceability and effectiveness of the remainder of these Terms of Service shall not be affected and shall be enforceable without reference to the unenforceable provision or portion thereof.
14. HEADINGS. The headings in these Terms of Service are for convenience of reference only and shall not affect the construction or interpretation of these Terms of Service.