Web Site Terms and Conditions of Use

1. Terms and Conditions of Use of Site

This web site (the “Site”) is provided solely for informational purposes by Ontario Centres of Excellence Inc. (OCE), and its use by you is conditional on your acceptance of the terms and conditions of use set forth below (“Terms and Conditions”). By visiting or using this Site, including without limitation your accessing, using and/or downloading messages, information, data, text, software or images, or other content from this Site (collectively the “Content”), or your sending messages, information, data, text, software or images, or other Content to the Site, you agree on your own behalf, and on behalf of any entity on whose behalf you may act, to accept and abide by these Terms and Conditions. If you do not agree to abide by these Terms and Conditions, do not use this Site.

OCE has the right, in its sole discretion, to add to, remove, modify or otherwise change any part of these Terms and Conditions, in whole or in part, at any time. Changes will be effective when notice of such change is posted at the Site. If any term, condition or any change thereto is not acceptable to you, you must discontinue your use of this Site immediately. Your continued use of this Site after any such changes are posted will constitute acceptance of those changes. These Terms and Conditions apply exclusively to your use of this Site and do not alter the terms or conditions of any other agreement you may have with OCE.

OCE may, at any time without notice or liability, and for any reason whatsoever, terminate, change, suspend or discontinue any aspect of this Site, including (i) changing the availability of, restricting access to, or imposing limits on any or all features or services on, or links to, the Site (ii) adding, removing or changing any fees or charges for use of the Site or any features thereof; (iii) removing, adding, modifying or otherwise changing any Content on this Site. OCE reserves the right, in its sole discretion, to correct any errors or omissions in any portion of this Site at any time without notice, but confirms that it has no duty to do so.

2. Limited License

You are granted a Canadian, non–exclusive, non–transferable, non–sub–licensable, revocable, limited license to display on your computer, print and download and use the content of this Site for informational purposes only and solely for your own personal or internal company use. You may not modify any Content that you use. You must include with any display or copy of the Content the copyright notice (that is, the line at the bottom of this page). No other use is permitted.

You may not:

• (a) resell any Content;
• (b) include any Content in or with any product that you create or distribute;
• (c) copy any Content onto your own or any other website; or
• (d) use this Site in any manner that could damage, disable, overburden, impair, interfere with the security of, negatively affect the functioning of, or otherwise abuse, this Site or any services, system resources, accounts, servers, networks, affiliated or linked sites, connected to or accessible through this Site (including without limitation uploading, posting or otherwise transmitting on this Site computer viruses, Trojan horses, worms or other files or computer programs which are potentially harmful, disruptive or destructive or that may impose an unreasonable or disproportionately large load on this Site’s infrastructure; or using any robot, spider or other automatic program or device, or manual process to monitor, copy, summarize, or otherwise extract information from this Site or the Content in whole or in part).

In addition, you agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of this Site, and that you will comply with all laws that apply or may apply to your use of or activities on this Site or in respect of the Content. OCE may investigate occurrences it becomes aware of and which it considers may involve violations of such laws, and may co–operate with law enforcement authorities in prosecuting users who are involved in such violations. OCE reserves the right at all times to disclose any information regarding your usage of the Site as necessary to satisfy any law, regulation or request for any governmental authority.

3. Proprietary Rights

The Content is protected by Canadian and worldwide copyright laws and treaty provisions. Any unauthorized copying, redistribution, reproduction or modification of the Content by any person may be a violation of trade–mark and/or copyright laws and could subject such person to legal action. You agree to comply with all copyright laws worldwide in your use of this Site and not to permit any unauthorized copying of the Content.

Certain names, graphics, logos, icons, designs, words, titles and phrases on this Site constitute trade–marks, trade names, trade dress and associated products and services of OCE or its affiliates (the “Marks”), and are protected in Canada and internationally and their display on this Site does not convey or create any licence or other rights in the Marks. Any use of any of same, in whole or in part, without prior written authorization of OCE is strictly prohibited.

Other trade–marks, trade names, trade dress and associated products and services mentioned on this Site may be the trade-marks of their respective owners. The display of these trade–marks, trade names, trade dress and associated products and services on this Site does not convey or create any licence or other rights in these trademarks or trade names. Any unauthorized use of them is strictly prohibited.

4. Linked Sites

Certain links on this Site may take you to other web sites. OCE provides these links only as a convenience.

OCE is not responsible for the content of any such linked pages. OCE makes no representation or warranty regarding, and does not endorse, any linked web sites, the information appearing thereon or any of the products or services described. If you use these sites, you will leave this Site.

If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements.

OCE generally welcomes links to this Site. However, you agree that if you want to link to this Site your website shall not:

• create frames around any part of this Site or use other techniques that alter the visual presentation of this Site;
• imply that OCE is endorsing you or any other person, or your or such other person’s products or services;
• imply an affiliation between you or any other person, or your or such other person’s products or services, and OCE without the prior written consent of OCE;
• misrepresent the relationship of you or any other person with OCE or present false, misleading or otherwise damaging information or impressions about OCE or any of its products or services; or
• contain materials that may be interpreted as distasteful, harmful, offensive, infringing or inaccurate.

5. Privacy

OCE approaches our communications on the Internet with respect for, and commitment to protecting, your privacy rights. OCE’s privacy policy (the “Policy”) describes how we collect, protect, use and share information gathered about you on the Site. Please note that by visiting OCE at the Site, you are accepting the practices described in the Policy and are granting to OCE the consent set out in the Policy regarding collection, use and disclosure of your personal information.

Without limitation to the foregoing, OCE may from time to time, but is not obligated to, monitor your use of the Site and/or collect, store, use and disclose to OCE’s third party contractors personal information about you for the purposes identified to you at the time of collection or in the Policy, or where the purpose is for the administration of the Site, and you hereby consent to such collection, storage, use and disclosure.

License to Use your Information

With the exception of personal information, and except as otherwise agreed by OCE in writing, you hereby grant to OCE the perpetual, unlimited, royalty-free, world wide, non-exclusive, irrevocable, transferable license to run, display, copy, publish, distribute, create derivative works of, translate, transmit, modify, make available to any person or otherwise use, any information or other content you provide on or through this Site or which you send to OCE by e-mail or other correspondence, including without limitation, any ideas, concepts, inventions, know-how, techniques or any intellectual property contained therein, for any purpose whatsoever. OCE shall not be subject to any obligations of confidentiality regarding any such information unless specifically agreed by OCE in writing or required by law. You represent and warrant that you have the right to grant the license set out above

6. Disclaimer

OCE makes efforts to ensure that the Content is accurate at the time it is posted on the Site, however, OCE makes no representation or warranty of any kind regarding the Site or the Content, including without limitation, any representation or warranty regarding the accuracy, reliability, currency, or completeness of the Content.

OCE makes no representation or warranty that Content at this Site is appropriate or available for use at any locations outside Ontario, Canada. Accessing the Content from locations where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.

You acknowledge and agree that the Site (including without limitation the Content) is provided on an “AS IS” basis; and that any use of or reliance on the Site shall be at your sole risk. OCE assumes no obligation to update the content on the Site.

OCE AND ITS AFFILIATES DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR NON–INFRINGEMENT, OR ANY IMPLIED REPRESENTATIONS OR WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. For greater certainty, OCE does not warrant that this site will continue to operate, operate without interruptions or be error–free.

7. Limitation of Liability

You agree that in no event will OCE or any of its affiliates have any responsibility or liability in connection with this Site for any loss or damages whatsoever, whether based on contract, negligence or other legal basis, including without limitation direct, indirect, special, punitive, exemplary or consequential damages or other damages (including without limitation damages for harm to business, loss of information or programs or data, loss of profit, loss of savings, loss of revenue, loss of goodwill), arising from or in connection with the use of or access to, or any inconvenience, delay or loss of use of or access to, this Site, the content, any content of any linked web site, or failure of such web sites, (including without limitation any damages suffered as a result of omissions or inaccuracies in such web sites or content, or the transmission of confidential or sensitive information to or from such web sites) even if OCE or any of its affiliates has been advised of the possibility of such damage or loss or if such damage or loss was foreseeable.

8. Choice of Law

This Site is controlled, operated and administered by OCE from within the Province of Ontario, Canada. By accessing this Site, you agree that all matters relating to the access to, or use of, this Site, including these Terms and Conditions, shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without reference to its conflict of laws principles, and that you will comply with all such applicable laws. By accessing this Site, you agree to submit to the non-exclusive jurisdiction of the courts of Ontario, Canada, for all of the above matters.

9. General

These Terms and Conditions and the Policy, taken together, constitute the entire agreement between OCE and you with respect to the subject matter hereof, and supersede all communications, representations or agreements, either oral or written, between OCE or its affiliates and you with respect to this subject matter. If for any reason a court of competent jurisdiction finds any provision of the Terms and Conditions or portion thereof to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Terms and Conditions, and the remainder of the Terms and Conditions shall continue in full force and effect. OCE’s failure to insist upon or enforce strict performance of any provision of the Terms and Conditions or any right shall not be construed as a waiver of any such provision or right.

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