Career Cruising: Administration

Career Cruising

Site License Agreement

IMPORTANT – PLEASE READ CAREFULLY

SITE LICENSING AGREEMENT FOR CAREER CRUISING SUBSCRIPTION SERVICES

IMPORTANT – PLEASE READ CAREFULLY: The within Site Licensing Agreement is a legal and binding agreement between your educational or professional institution (hereinafter defined as “Subscriber”) and Anaca Technologies Ltd. (“Licensor”) as licensor for the non-exclusive and non-transferable right to use the Service (as hereinafter defined) on the terms and conditions herein contained. By accessing or otherwise using the Service, Subscriber signifies its agreement to be bound by this Site Licensing Agreement. In addition to any other rights as may be detailed in this Site Licensing Agreement, Licensor reserves the right, at its discretion, to change, modify, add or remove portions of the within terms and conditions at any time. A copy of these terms and conditions is posted at Licensor’s Internet website (go to http://www.careercruising.com and click on the link marked “Legal”). It is Subscriber’s responsibility to check these terms and conditions periodically for changes. The form of this Site Licensing Agreement in effect and posted at such website at the time of Subscriber’s initial subscription or any renewal subscription will apply to such subscription or renewal subscription, as the case may be. SHOULD SUBSCRIBER NOT AGREE to be bound by the terms and conditions herein, then Licensor is unwilling to license the Service to the Subscriber. In that event, Subscriber should immediately cease using the Service and return to Licensor all materials provided by Licensor.

TERMS AND CONDITIONS:

1. DEFINITIONS

1.1 "Content" means all online or electronic documentation, embedded data, programming, HTML, files, images, graphics, icons, Documentation and all other content or materials incorporated in or generated by the Service.

1.2 "Documentation" means any activity sheets, support materials or other documentation supplied with or within the Service.

1.3 "End User(s)" shall mean the employees, faculty, staff, students, patrons or clients officially affiliated with the Subscriber and thereby authorized to use the Service as herein licensed.

1.4 "Licensed Site" means the Site or Sites specified in the Purchase Order.

1.5 "Personal Information" is defined as any writing, electronic, digital or other recorded information concerning End Users by which an End User may be individually identified or which is information that is unique or descriptive of the End User.

1.6 "Purchase Order" means the initial purchase order or written request for purchase submitted by Subscriber to Licensor in respect of the Service and any purchase order submitted in respect of any subscription renewal.

1.7 "Site" means the buildings generally used by the Subscriber and which are generally associated with the address(es) indicated in the Purchaser Order or which are otherwise typically identified as being those of the Subscriber.

1.8 "Service" means the operation by which the Licensor provides the Subscriber access to Career Cruising (www.careercruising.com), a web-based application designed to guide individuals through the career and education planning process.

1.9 "Portfolio Tool" means the section of the Service accessible via a personal username and password which allows users of the Service to document career preparation plans and activities, record personal and educational accomplishments, create professional looking resumes and develop long term career and education plans. In certain jurisdictions the Portfolio Tool is referred to by a different name. In Kentucky the acronym ILP or Individual Learning Plan is used; in Michigan, the acronym EDP or Education Development Plan is used; in Delaware, the acronym SSP or Student Success Plan is used. For the purposes of this agreement, ILP, SSP and EDP are synonymous with and identical to the term Portfolio Tool.

1.10 "Portfolio End User(s)" shall mean any End User who is a user of the Portfolio Tool at a Site and who has agreed to a Portfolio End User terms of use agreement.

1.11 "Site Administrator(s)" means any teacher, administrator or other professional, of the legal age of majority, located at a Site and who has agreed to a Site Administrator terms of use agreement.

1.12 "Administrator Tool" means the portion of the Service relating to the administrative back-end tool made available to Site Administrators to review the input of Portfolio End Users and to tailor the available Portfolio Tool options for the Portfolio End Users.

1.13 "Software" means the web-based application designed to guide individuals through the career and education planning process and which is accessible on the website (www.careercruising.com) and is provided as part of the Service.

1.14 "Subscriber" means the organization or entity entering into this Agreement by way of initiating a Purchase Order for a paid subscription and/or either by requesting or by being granted free trial access to the Service.

1.15 "Subscription Fees" means the Subscription fees payable for the Service pursuant to the Licensor’s pricing schedule as specified in the Purchase Order.

1.16 "Term" means the term of this Site Licensing Agreement as specified in the Purchase Order and includes any renewal term, unless sooner terminated pursuant to the provisions hereof.

2. USE LICENSE

2.1 Licensor grants Subscriber the non-exclusive, non-transferable right and license to permit an unlimited number of End Users to use the Service on computer workstations located at the Licensed Site and which shall give End Users access to the Software as a web-based application during the Term and subject to the terms and conditions of this Site Licensing Agreement. The Subscriber may not use the Content for any commercial or other purpose other than the non-commercial educational use by End Users.

2.2 This is a grant of a license only and not a transfer of title. All rights that are not expressly granted in this Agreement to the Subscriber are reserved by Licensor. Subscriber may not:

(a) use, republish, upload, post or transmit in any way the Service or any Content except as expressly authorized pursuant to this Site Licensing Agreement;

(b) copy, reproduce, modify or create derivative works from the Content except as expressly authorized pursuant to this Site Licensing Agreement;

(d) distribute, transfer, sell, lease, sublicense, assign or otherwise make available, directly or indirectly, the Service or any Content, in part or in whole, including any search output or results, to any other person except as expressly authorized pursuant to this Site Licensing Agreement;

(e) “mirror” the Content on any other server.

2.3 The Documentation may be copied for use with the Service at the Licensed Site and End Users may make screen prints from electronic Content or print downloaded files supplied by the Licensor for personal, educational or professional purposes only.

2.4 Licensor warrants that the Service will conform to the specifications as generally described on Licensor’s website, in the Purchase Order or as otherwise documented in the Documentation or materials provided to Subscriber by Licensor.

2.5 Every End User will be required to accept Licensor’s terms of use policy for the Portfolio Tool or Administrator Tool, as applicable. Such terms of use policies will be based on the terms of this Agreement, although Licensor reserves the right to require End Users to agree to observe terms of use that are different from the terms that are in this Site Licensing Agreement.

2.6 Licensor warrants that it will use generally acceptable and commercially reasonable industry standards in (i) maintaining a virus free environment on its servers, the website and the Service, (ii) instituting backup procedures to ensure the protection of Portfolio End User’s information in the event of a database failure, (iii) implementing appropriate firewall protection for the Licensor’s servers and (iv) adopting internal procedures and controls to meet relevant privacy legislation as it applies to those jurisdictions in which the Licensor operates.

3. OWNERSHIP

3.1 The Service, including all Content and the Software, is protected by copyright under Canadian, United States, foreign laws and international treaties. Unauthorized use of the Service may violate copyright, trademark and other laws.

3.2 The Subscriber is solely responsible for all security of and all access (including unauthorized access) to the Service and for administering the assigned username(s) and password(s) or any other means of authentication so granted by Licensor. Passwords that are provided by Licensor are for use by End Users on behalf of the Subscriber and for use by the Subscriber only.

3.3 Subscriber shall not publish any usernames or passwords on the World Wide Web or in any other publication that can be accessed by the public at large. Additionally, the Subscriber shall only share and provide usernames and passwords with individuals who are either End Users at the Licensed Site or Site Administrators at the Licensed Site. The sharing of usernames and passwords with anyone else is strictly prohibited and may result in the termination of this Agreement in accordance with subsection 7.1(b).

3.4 All of the data and written material that is entered by a Portfolio End User while using the Service (“Portfolio Work”), and the copyright associated with Portfolio Work, is owned by such Portfolio End User. The Portfolio End User will grant to Licensor a non-exclusive, non-terminable, royalty-free, world-wide license to Portfolio Work and the copyright therein so that Licensor can fulfill its obligations in accordance with this Site Licensing Agreement. As such, Licensor shall be able to store, have a copy of, create other backup copies of, give Site Administrators access to and delete Portfolio Work. The process by which Portfolio Work is formatted into a resume or other template and the form and look of the resume or other template, as provided by the Service, is owned by Licensor.

4. SUBSCRIPTION FEES

4.1 Subscriber agrees to pay to Licensor the Subscription Fees.

4.2 Invoices shall be paid within thirty (30) days of receipt. All sales, excise or other taxes imposed by any government authority as well as any further additional charges, including shipping and handling, are in addition to the Subscription Fees and shall be paid by Subscriber.

4.3 Licensor reserves the right to suspend the Service if any fees or charges or the Subscription Fees are not paid in full and when due.

5. LIMITATION OF LIABILITY

5.1 LICENSOR ASSUMES NO RESPONSIBILITY FOR THE SELECTION OF THE SERVICE TO ACHIEVE ANY INTENDED PURPOSE, FOR THE PROPER USE OF SERVICE OR FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE SERVICE. LICENSOR LICENSES THE SERVICE AND USE OF THE SOFTWARE “AS IS.” LICENSOR MAKES NO WARRANTIES, EXCEPT AS OTHERWISE DESCRIBED IN THIS SITE LICENSING AGREEMENT, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, LICENSOR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS OR RELIABILITY OF THE USE OF THE SERVICE OR OTHERWISE RELATING TO THE SERVICE OR ANY MATERIAL ON ANY WEBSITES LINKED TO THE SERVICE. LICENSOR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE OR THAT THE SERVICE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF SUBSCRIBER’S USE OF THE SERVICE OR CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, LICENSOR IS NOT RESPONSIBLE FOR THESE COSTS.

5.2 Licensor does not warrant that the Service is compatible with every Internet browser, software or computer hardware equipment. Licensor makes no representations or warranties, expressed or implied, nor assumes any responsibility or liability for any restriction, complication, non-compliance, suitability or non-compatibility of the technology, software or hardware used by the Subscriber to access and use the Service.

5.3 The Content could include technical, typographical or photographic errors. Licensor does not warrant that any of the Content is accurate, complete or current. Licensor may make changes to the Content at any time without notice. Licensor does not, however, make any commitment to update the Content.

5.4 IN NO EVENT WILL LICENSOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR THIRD-PARTY SUPPLIERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES WHATSOEVER RESULTING FROM LOST PROFITS OR DATA, HOWEVER ARISING, WHETHER FOR BREACH OF CONTRACT OR TORT, INCLUDING NEGLIGENCE, INCURRED BY SUBSCRIBER OR ANY THIRD PARTY, IN EITHER CASE, REGARDLESS OF WHETHER LICENSOR OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR THIRD-PARTY SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.5 SUBSCRIBER AGREES THAT, IN ANY EVENT, THE AGGREGATE LIABILITY OF LICENSOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS AND THIRD-PARTY SUPPLIERS UNDER THIS SITE LICENSING AGREEMENT, OR OTHERWISE IN RESPECT OF THE SUBJECT MATTER OF THIS SITE LICENSING AGREEMENT, FOR DAMAGES, REGARDLESS OF FORM OF ACTION, WILL NOT EXCEED THE SUBSCRIPTION FEES PAID TO LICENSOR BY THE SUBSCRIBER FOR THE SERVICE IN RESPECT OF WHICH THE CLAIM AROSE DURING THE TERM IN WHICH THE CLAIM AROSE.

5.6 The provisions of this paragraph 5 will apply to the maximum extent permitted by law. Because some jurisdictions do not allow limitations on implied warranties or limitations of liability for consequential or incidental damages, these limitations may not apply to Subscriber.

5.7 Subscriber shall use its best efforts to ensure that an End User uses the Service in accordance with this Site Licensing Agreement.

6. RIGHTS OF LICENSOR

6.1 Licensor reserves the right to modify the services, features and data from any portion of the Service and the Software without warning. Notification of any such changes to the Service may be provided by way of notices posted prominently within the Service and on Licensor’s website.

7. TERMINATION OF AGREEMENT

7.1 This Site Licensing Agreement shall immediately and automatically terminate without notice or any other act upon:

(a) the expiry of the Term;

(b) the attempted illegal copying, distribution, transfer, assignment, lease or sale of the Service, or rights thereto, without the prior written consent of the Licensor; or

(c) notice in writing given by one party to the other upon the violation by that party of any provision of this Agreement if such violation has not been cured within ten (10) days of an initial notice given to the party in violation.

7.2 Paragraphs 1, 3, 4, 5, 6, 7, 8, and 9 shall survive the termination or expiration of this Site Licensing Agreement.

8. INDEMNITY

8.1 Subscriber will indemnify Licensor, its officers, directors, employees, agents, sub-contractors and third-party suppliers (collectively the “Indemnitees”) and hold the Indemnitees harmless from and against any and all liability, loss, damage, actions, claims or expense (including legal fees and expenses) (collectively “Liabilities”) that result from or arise out of:

(a) the use of the Service by Subscriber or any End Users;

(b) any breach by Subscriber of this Site Licensing Agreement;

(c) any breach of a Site Administrator’s obligations under the Site Administrator terms of use agreement, whether such Site Administrator is in the employ or is a consultant of the Subscriber;

(d) failure of Subscriber to pay any taxes that it was obligated to pay under state, provincial or federal law and which, under this Site Licensing Agreement, it is obligated to pay; and

(e) any breach by a Portfolio End User of his/her obligations under the Portfolio End User terms of use agreement.

Without limiting the foregoing, Subscriber must defend, indemnify and hold harmless the Indemnitees from and against all Liabilities resulting from trials or studies conducted by or on behalf of Subscriber or any End Users relating to the Service. Subscriber is not permitted to settle or compromise any claim or action giving rise to Liabilities in a manner that imposes any restrictions or obligations on Licensor or grants any rights to the Service without Licensor’s prior written consent. If Subscriber fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, Licensor may assume the defense of such claim or action for Subscriber’s account and at Subscriber’s risk, and any Liabilities related thereto shall be conclusively deemed a liability of Subscriber. The indemnification rights of Licensor or any other Indemnitee contained herein are in addition to all other rights which each Indemnitee may have at law or in equity or otherwise.

8.2 Licensor shall indemnify, defend and hold harmless Subscriber from and against any damages and costs finally awarded, or final settlement amounts, including reasonable attorneys’ fees and expenses, which Subscriber may sustain or incur as a result of a claim by a third party that the Software (and Subscriber’s use or copying thereof in accordance with the terms of this Site Licensing Agreement) infringe any copyright, patent, trade secret or trade mark, provided that Subscriber:

(a) promptly notifies Licensor in writing of the claim;

(b) provides Licensor with the sole control of settlements, compromises, negotiations and defenses of any such claims; and

9. GENERAL PROVISIONS

9.1 Licensor’s waiver, failure or delay to exercise any right, provision or entitlement herein shall not be deemed to constitute a waiver of same or any other provision, right or entitlement herein.

9.2 This Site Licensing Agreement and the Purchase Order constitute the entire agreement between the parties and supersede all prior agreements and understandings, oral and written, express or implied, by and between any of the parties with respect to the subject matter of this Agreement. No amendment or modification of this Site Licensing Agreement shall be binding unless in writing and signed by a duly authorized representative of both parties. The Site Administrator terms of use agreement and the Portfolio End User terms of use agreement shall form part of this Site Licensing Agreement.

9.3 Any Personal Information collected or accessed by Subscriber in the performance of its obligations hereunder shall be limited to that which is reasonably necessary to perform such obligations or to fulfill any legal requirements.

9.4 Subscriber shall use Personal Information collected only as necessary to perform the services as contemplated by and in accordance with this Agreement and as set forth in Portfolio End User and Site Administrator terms of use agreements. Subscriber shall not use Personal Information for any other purpose whatsoever except for those as detailed in this Agreement, including for its own marketing or other purposes. Subscriber shall maintain such Personal Information in confidence as the confidential information of the End User in perpetuity, with the exceptions that the Site Administrator, the Subscriber and Licensor shall each have access to such confidential information in accordance with this Agreement. If Subscriber is served with a court order compelling disclosure of any Personal Information or with notice of proceedings for such an order, or where Personal Information may have been accessed, compromised or reviewed by a non-party without the permission of Subscriber, Subscriber will notify Licensor of such order, notice or occurrence immediately, and, if practical, will provide Licensor with the opportunity to intervene before Subscriber files any response to the order or notice.

9.5 Despite anything in this Site Licensing Agreement to the contrary, where a local jurisdiction allows an End User access to, to request the deletion of or to correct Personal Information, Subscriber shall be obliged to follow the instructions as received by such End User only to the extent permissible by the laws of the applicable jurisdiction, and Subscriber shall immediately inform Licensor of the End User’s instructions, changes or deletions as applicable, and shall inform and instruct Licensor to the extent that Licensor is required to change any Personal Information that it may have in its possession.

9.6 This Site Licensing Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario the federal laws of and Canada applicable therein. Any actions at law or in equity arising out of or in relation to this Site Licensing Agreement may be filed only in courts located in the Province of Ontario, Canada and Subscriber hereby consents and submits to the personal jurisdiction of such courts.

9.7 If any one or more of the provisions contained in this Site Licensing Agreement should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired as a result of such event in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired as a result of such event, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

9.8 Any notice permitted to be given by one of the parties hereunder shall be deemed to be sufficiently and duly given if in writing and delivered personally or sent by prepaid registered mail deposited in the post office or transmitted by facsimile or email, if to Licensor to the address set out below or as otherwise provided by Licensor and if to Subscriber to the address of the Subscriber set out on the Purchase Order. Both parties agree that any notices sent via electronic means, including e-mail, will be deemed to be a written document in accordance with the Ontario Electronic Commerce Act, and any other similar, applicable legislation.

Licensor’s Address:

Career Cruising
1867 Yonge Street, Suite 1002
Toronto ON M4S 1Y5
Email: licensing@careercruising.com

9.10 Career Cruising is a registered trademark of Anaca Technologies Ltd.

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