Last update: November 27, 2020
1.1 “Company” means the company that licenses the Solution from Equator and provides you with access to the Solution.
1.2 “Services” has the meaning set forth in Section 2 below.
1.3 “Solution” means the Equator software, documentation, and support, including a software-based mapping, analysis, design and data storage platform.
1.5 “User” means those Company employees or other users authorized by the Company to access and utilize Equator.
1.6 “you” means the individual using the Solution and agreeing to these terms, whether on their own behalf or on behalf of the Company.
2. The Services
2.1 Through the Solution, Equator will provide you with the following services: data search engine, project manager, layer manager, map creation tools, report builder, and topography tools.
2.2 Equator may provide you with certain information to allow you to create a profile and use the Services, such as a user ID and a password or the ability to create a user ID and/or password (the “Access Information”). Access to the Solution may also work through Single Sign On (SSO) third-party services, as agreed upon by Equator and Company. Equator will store the Access Information in encrypted form. The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you to obtain access to the Services using the Access Information. Equator is not responsible or liable in any way for any use of the Services (authorized or unauthorized) by any party accessing the Services using your Access Information, and you accept all responsibility for such use of the Services and any consequences resulting from such use of the Services.
2.3 Equator reserves the right to change, suspend or discontinue content and data provided through the Services at any time. Equator may also, acting reasonably, impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without liability. Where feasible, Equator will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that Equator shall have no liability whatsoever for its failure to provide such notice to you.
2.4 Use of the Services may contain content from, and references to, third parties, links to third party websites or documents, and may incorporate other information obtained from third parties. All such references, links and information are provided “AS IS”. Third party websites, documents, information, opinions, advice or statements (including those made by users of the Services) are not under the control of Equator, and Equator is not responsible or in any way liable for their contents. Under no circumstance will Equator be liable for any loss or damage caused by your reliance on information obtained through the Services or a third party linked site (including any opinions, statements or advice). Without limiting the foregoing, Equator does not assess volunteer and/or internal and external events for quality or otherwise, and you are responsible for evaluating the accuracy, completeness or usefulness of any content and data available through the Services, and the suitability of any events for your needs. Any issues or questions that you may have relating to a volunteer opportunity and/or events or programs should be raised directly with the third party organization offering such opportunity, events or program.
3. Your Use of the Services
3.1 You agree that:
(a) You will ensure that any information that is provided to Equator in relation to your use of the Services is true, accurate, current and complete;
(b) You represent and warrant that you have the right and the authority to agree to these Terms and to use the Services, and will use the Services in a lawful manner;
(c) You will not in any way use the Services to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts;
(d) You will not interfere with or in any manner compromise any of Equator’s security measures;
(e) You will cooperate with Equator and provide information requested by Equator to assist Equator and/or relevant authorities in investigating or determining whether there has been a breach of these Terms or applicable law; and
(f) You will appropriately attribute data used from the Solution. Where data have been provided for your use and benefit by Equator or by a third party and in any event where data have clearly been marked as such on the Software, you will use industry-appropriate citation and attribution practices to clearly indicate, on any work product that you may create, the provenance of such data. For greater certainty, the citation and attribution requirements of this Agreement require at least that every source of such data appear as a source of such data on your work product and that each datum or class of data be associated with each such source according to the provenance of the datum or class of data.
Without limiting the foregoing, you agree not to violate any applicable laws, the rights of others, or the operational and security mechanisms of the Services.
3.2 You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment (such as computers and mobile devices) used for using the Services (except for Equator’s computer systems and networks), including without limitation your internal network infrastructure, if any.
3.3 You acknowledge and agree that Equator cannot guarantee data integrity, and that it is solely your responsibility to back up any of your information and data that you use in conjunction with the Services.
3.4 You acknowledge and agree that Equator will exercise no control over your use of the Services, and that you are solely responsible for complying with these Terms and all applicable laws respecting your use of the Services. You are also responsible for complying with any applicable rules, guidelines and parameters set by the third party organizations at events and/or requesting volunteers through the Services, should you apply for a volunteer or other participatory position with such organizations.
4. The Solution
4.1 The Solution is being provided to you through the Company, and is subject to the license grant set forth in the Company’s license agreement with Equator. In the event that such license agreement is terminated, your use of the Solution and Services will terminate as well, without further notice.
4.2 You shall not in any way:
(a) distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Solution, in whole or in part, to any third party on a temporary or permanent basis;
(b) remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Solution (including without limitation any copyright notice or other notice of intellectual property ownership);
(c) copy any written or electronic materials accompanying any portion of the Solution unless specifically authorized in writing to do so by Equator;
(d) use the Solution in any way inconsistent with the use parameters for the Services;
(e) attempt to hack the Solution or any communication initiated by the Solution or to defeat or overcome any encryption and/or other technical protection methods implemented by Equator with respect to the Solution and/or data and/or content transmitted, processed or stored by Equator or other users of the Services; or
(f) authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in (a) – (f) above, or attempting to do so.
5. Privacy and Confidentiality
5.1 Equator acknowledges that data and information that you input into the Solution in order to use the Services may be confidential, and will take reasonable security measures in storing and processing such information to maintain the confidentiality of such information. Subject to the exclusions provided herein, except as required to provide Services to you, Equator will not disclose, allow access to, transmit or transfer any such confidential information to a third party without your knowledge and express written consent. These confidentiality obligations shall not apply to information which Equator can establish: (a) is, or becomes, available to the public other than through a breach of these Terms, (b) was disclosed, lawfully and without breach of any contractual or other legal obligation, to Equator by a third party without any confidentiality obligation attached to such information, (c) was lawfully known to Equator without any confidentiality obligation prior to receipt of the information from you, (d) was independently developed or discovered by Equator without any reference to any information obtained directly or indirectly from you, or (e) is required to be disclosed pursuant to any law, regulation, legal process, or governmental authority.
5.3 Additionally, by submitting personal information to Equator pursuant to your use of the Services, including without limitation your name, address, e-mail address and information relating to your interests and skills, you consent to the internal collection, processing, transmission and disclosure of such information by and within Equator for the purposes of Equator’s provision of the Services and Equator’s internal use.
6. Intellectual Property Rights
6.1 You acknowledge that the Solution is owned by Equator, who retains all right, title and interest therein, and is protected by Canadian, U.S. and international copyright laws. In addition, other intellectual property laws (including patent laws) and treaties may protect the Solution and Services. It is therefore your responsibility to fully comply with such laws in using and handling the Services and Solution. Nothing herein shall be construed as constituting a sale of the Solution or any portion thereof to you.
6.2 You do not acquire any intellectual property or other proprietary rights under these Terms, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Solution, the Services, or any part thereof. Your only rights to the Solution, the Services and any part thereof shall be those rights expressly licensed or granted to you under these Terms. Any rights not expressly granted under these Terms are reserved.
7. Disclaimer of Warranties
7.1 THE SERVICES AND SOLUTION ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. EQUATOR ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED THROUGH THE SERVICES OR SOLUTION. UNDER NO CIRCUMSTANCES WILL EQUATOR BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH USE OF THE SERVICES OR THE SOLUTION. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THE SERVICES AND SOLUTION IS SOLELY AT YOUR OWN RISK.
7.2 Equator has no special relationship with or fiduciary duty to you, and you acknowledge that Equator has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Services, including without limitation, your events, programs and/or volunteer experience at any third party organization accessed through the Services, how you or any other user may interpret or use materials accessed through the Services, or what actions you may take as a result of having been exposed to information obtained through the Services. Some jurisdictions do not allow the exclusion of certain warranties, so the above limitations or exclusions may not apply to you.
8. Limitation of Liability
8.1 The only type of damages that can be recovered against Equator arising from or related to these Terms including without limitation in relation to the provision of the Services, shall be your direct damages, if any, arising from Equator’s gross negligence or willful misconduct. In no event shall the aggregate liability of Equator exceed the amount paid by the Company for the portion of the Services that gave rise to the claim. EQUATOR SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SERVICES. Without limiting the foregoing, your only right with respect to any problems or dissatisfaction with the Solution is to discontinue the use of such Solution, subject to any remedies available to you under your separate software license agreement, if any.
8.2 EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EQUATOR BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, COMPUTER OR MOBILE DEVICE FAILURE, PROBLEMS, LOSS OR DAMAGE ASSOCIATED WITH ANY USE OF THE SOLUTION OR SERVICES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SOLUTION OR SERVICES, EVEN IF EQUATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
9.1 Equator may terminate these Terms in relation to you and/or immediately cease to provide the Services without any liability whatsoever upon termination of the license agreement between Equator and the Company, or if Equator is prevented from providing any portion or all of any Services due to the acts or omissions of you or any third party, or by any law, regulation, requirement or ruling issued in any form whatsoever by judicial or other governmental body. Nothing herein shall be construed to require Equator to seek a waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order.
9.2 Without limiting other remedies, Equator may limit your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate your account and refuse to provide Services to you if: (a) you breach these Terms or the documents it incorporates by reference; (b) Equator is unable to verify or authenticate any information you provide; or (c) Equator believes that your actions may cause financial loss or legal liability for you, other users or Equator.
9.3 Equator reserves the right to investigate suspected violations of these Terms. You hereby authorize Equator to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers, networks or computing facilities, and other content providers in order to enforce these Terms.
9.4 The above-described actions are not Equator’s exclusive remedies and Equator may take any other legal, equitable or technical action it deems appropriate in the circumstances. Equator will not have any liability to you or any third party in relation to the termination of these Terms for any reason whatsoever.
10. General Provisions
10.1 These Terms, and Equator’s agreement with the Company, constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties. There are no provisions, representations, undertakings, agreements, or collateral agreements between the parties other than as set out in these Terms.
10.2 These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada.
10.3 If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in full force and effect.
10.4 It is the express will of the parties that these Terms and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.