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Terms of Use

Effective as of February 01, 2024

Mentor Canada is the operating name for 14173317 Canada Association, a Canadian, federally incorporated not-for-profit.

IMPORTANT: This is a legal agreement between you (referenced herein as "you", "user" or “your”) and Mentor Canada (referenced herein as “MC”, “us” or “our”) that applies to use of our website, mentoringcanada.ca and services relating thereto (the “Website”). 

You should read carefully the following terms and conditions contained in this Terms of Use agreement (the “Terms”) as they govern your use of the Website functionality, works and submissions. if you do not agree with these Terms, you are not granted permission to access or otherwise use the Website and are instructed to exit the Website immediately.

By accessing and/or using the Website you acknowledge that you have read, understand and agree to comply with these Terms and the Privacy Policy available at mentoringcanada.ca/en/privacy-policy, and all applicable laws. You agree that the Terms shall be the equivalent of a written paper agreement between you and MC.

You agree that it is solely your responsibility to ensure that your access to and use of the Website, Works and User Data comply with the laws of your jurisdiction. We make no representation that any Works, User Data or the Website are appropriate or available for use outside Canada.

We reserve the right at any time and from time-to-time to modify, edit and update these Terms and any of our policies. You should review these Terms and all policies regularly to make sure that you are aware of any changes. Your access to use of the Website on and after the date on which we post the revised terms constitutes your acceptance of the Terms as revised as well as of any revised policies.

You are responsible for all software, hardware, services (such as Internet service), and equipment necessary to access and use the Website and Works, including all related expenses, if any.

1. License Grant. These Terms provide to you a personal, revocable, limited, non-exclusive, non-sublicensable, and non-transferable license to use the Website conditioned on your continued compliance with these Terms, all other MC requirements for the Website, and all applicable laws and regulations. You may print a single print copy or make a single screen shot of the materials and information from the Website solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. From time-to-time MC may alter, amend, reduce or eliminate any Website or elements thereof, at its sole discretion.

Should we provide any materials to you in relation to the Website, we reserve the right to apply digital rights management to such materials for the purpose of tracking usage and limiting dissemination of such materials, at our sole discretion. You are not granted any right to make copies of such materials or to use such materials other than for your personal use, or if you are using the Website on behalf of an organization, for the internal use of such organization. Our materials are protected by copyright, and any circumvention of any digital rights management in relation to our materials shall be subject to all fines and other penalties imposable in accordance with applicable laws.

Use of certain functions of the Website may be subject to additional terms that may be implemented at any time at the sole discretion of MC, and MC may amend such additional terms from time to time. Any such additional terms, and any amendments thereto, shall be incorporated by reference into the Terms.

2. Restrictions. You may only access and use the functions of the Website that require you to create an account with our prior authorization, and we reserve the right to withhold such authorization, and to set criteria for authorization, including but not limited to requiring proof of credentials or the successful completion of a background or criminal record check, at our sole discretion.

Except as expressly provided herein, MC does not grant any other express or implied right to you or any other person. Accordingly, you may not modify, translate, decompile, copy, distribute, reverse engineer, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use the Website or Works in any manner not expressly permitted herein. Moreover, you shall not, nor shall you permit any third party or person to, disable, circumvent, or otherwise avoid any security device, digital rights management, mechanism, protocol, or procedure implemented by MC for use of the Website, User Data or Works.

3. Customer Representations. You represent and warrant that: (a) you are at least the legal age of majority (in your province, territory, or locality of residence); (b) you will, at all times, provide true, accurate, current, and complete information (for which you have all necessary rights, permission(s), consents and authority) when submitting information or data, including but not limited to User Data, through or to the Website; (c) you access the Website of your own volition and are responsible for compliance with these Terms and all applicable laws, rules, and regulations with respect to your use of the Website (including use of any permitted copies of the website materials, information and functions of the Website); and (d) you have complied completely and honestly, and provided accurate information, for all customer authorization processes.

If you access the Website on behalf of any organization, your organization shall be bound to these Terms and liable for any breach by you. You represent that you have all rights, power, and authority to agree to these Terms on behalf of your organization.

4. Privacy Policy. You understand, acknowledge, and agree that the operation of certain areas and functions of the Website may require or involve the submission, use, and dissemination of various personally identifiable information (personal information), including but not limited to the creation of any account required for certain areas and functions of the Website. Please see the Privacy Policy at mentoringcanada.ca/en/privacy-policy for a summary of MC's personal information collection and use practices. Any information submitted by you through the Website will be pursuant to MC’s Privacy Policy (and any related disclosure(s)) and include a right and license from you to allow MC to use such information in accordance therewith. By agreeing to these Terms you are also agreeing to the Privacy Policy.

5. User Data. MC may make available a community forum, Website accounts, or other features, that permit you to provide certain information, proposals, or materials to MC through or in relation to the Website. All such information proposals and materials, as well as all data that you utilize with or in relation to functions of the Website are collectively “User Data” for the purposes of these Terms. You agree you will not upload, post, display, or transmit any User Data if such User Data, any part thereof, or the act of providing the User Data, would be considered: (a) defamatory, abusive, or violative; (b) to diminish, infringe, misappropriate or violate of any intellectual property or other property or proprietary rights of MC or any third party; or (c) unlawful in any other way. MC is not responsible for screening, policing, editing, or monitoring your or another user’s User Data and encourages all of its users to use reasonable discretion and caution in evaluating or reviewing any User Data. Nevertheless, if you violate these Terms, MC may, in its sole discretion, take whatever action is necessary to protect MC’s legal or equitable rights, or otherwise enforce these Terms. Moreover, it is a policy of MC to take appropriate actions under applicable intellectual property laws. If you become aware of User Data that violates these rules regarding acceptable behavior or content, you may contact MC as provided herein.

6. Permission to Use User Data. By using the Website to transmit, process, provide, distribute, or display User Data, you automatically grant MC and any current or future parents, subsidiaries, successor and assigns, as well as any affiliated current or future corporations, organizations, trusts, commonly-owned corporations, as well as any other entity owning, owned by, controlling, controlled by or under common control or ownership of an entity (whether legally, beneficially, by agreement or through stock ownership or other equity interest, directly or indirectly) and their permitted successors and assigns, with or without attribution, a royalty-free, perpetual, irrevocable, non-exclusive right and license to itself or any other party to use, act upon, make, have manufactured, sell, offer for sale, import, reproduce, modify, publish, create derivative works from, distribute and display such User Data (in whole or in part) worldwide and/or to incorporate into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. You also acknowledge that such User Data (in the form received or provided by you) are non-confidential for all purposes and that MC owes no obligation of confidentiality, attribution, or approval, and has no control over the extent to which any idea or information may be used by any other party or person. You will receive no compensation for any User Data and hereby waive any right to enforce any intellectual property or proprietary right against MC and its parent, affiliates, and subsidiaries as a result of or on the basis of any use or exploitation of any User Data, or incorporation of any User Data into any MC product or service. You recognize that we have the right to use (and to allow third parties to use) such User Data in connection with the operation of the Website and MC operations generally, including without limitation for our advertising and marketing purposes, and to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, reformat, and create derivative works based on such User Data. MC may or may not publish your name in connection with such User Data at our sole discretion. We may use such User Data in any media, now known or hereafter developed. We are under no obligation to post or use any such User Data, and we may remove any such User Data at any time in our sole discretion. You acknowledge and agree that we may have similar content already under consideration or development, and we will own all right, title, and interest in and to what it creates or develops without use of such User Data. You agree not to provide us with any User Data or programs that contain viruses, Trojan horses or tools that have the effect of compromising the security of the Website or other websites or third party services. MC reserves the right to suspend functions of the Website, any community forum, or any other means for providing User Data at any time at its sole discretion.

7. Prohibited Uses: You agree not to do any of the following:

  • Download, copy, or re-transmit any or all of the Website without, or in violation of, a written license or agreement with MC;
  • Use the Website in any manner that could disable, overburden, damage or impair the Website or interfere with any other party’s use of the Website including their ability to engage in real time activities through the Website;
  • Use any robot, spider, other automatic device process or means, or similar data gathering, data mining, or extraction methods to access the Website for any purpose including monitoring or copying any of the material on the Website; 
  • Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without the prior written consent of MC;
  • Use any device, software or routine that interferes with the proper working of the web/Internet;
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the web/Internet or the server on which the Website are hosted, and will use commercially reasonable efforts to prevent unauthorized access to and use of the Website, and will notify us promptly of any unauthorized access or use of the Website of which you are aware;
  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack;
  • Attempt to interfere with the proper working of the Website, including but not limited to through hacking, ransoming, or other attacks upon the services provided by and function of the Website;
  • Use the Website to fraudulently misrepresent yourself, impersonate another person, engage in false advertising; to defraud or defame any person, or to engage or otherwise participate in any ponzi scheme, pyramid scheme, chain letter, unsolicited bulk or commercial emails, or to collect any personal or personally identifiable information from any user of the Website with that person’s knowledge or consent; 
  • Distribute the content of the Website for any purpose including without limitation compiling an internal database, redistributing or reproduction of the content by the press or media, or through any commercial network, cable or satellite system; 
  • Create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the content in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise the Website or Works; 
  • Post, upload, transmit or otherwise provide any content or User Data, including any messages, ads, data, images, text illustrations, articles, photographs, audio or video clips, or other information or data that might be considered by a reasonable person to be obscene or that contain racial, ethnic, religious slurs or derogatory epithets, or that advocate violence or hate, is threatening, abusive, libellous, defamatory, obscene, vulgar, pornographic, harassing in nature, profane or indecent material of any kind including without limitation any transmission constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or violate any local, state, provincial, territorial, federal or other law, infringe any person’s privacy or personal information, identify or make it easy to identify any person’s present or future location, that contain language that is otherwise deemed offensive by MC, or that contains software viruses, corrupted data, cancel bots, commercial solicitations, or mass mailings or any form of “spam”;
  • Use the Website or Works in any manner that promotes and/or enables illegal or unlawful activities; 
  • Permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of MC or its licensors or allow any third-party to access the Website or Works; 
  • Use the Website or Works other than for its intended purpose, or in any manner not expressly permitted in these Terms; 
  • Remove any copyright, trademark, or other proprietary rights notice from the Website or Works; 
  • Create a database by downloading and saving content from the Website,
  • Delete or revise any content on the Website;
  • Transmit, disclose, collect or store personal information about others; or
  • Attempt to defeat any security measures that we take to protect the Website or Works.

Such unauthorized use is a material breach of these terms, and may also violate applicable laws including without limitation copyright and trademark laws, the laws of privacy and publicity, and applicable communications regulations and statutes.

8. User Generated Content. MC grants you the right to communicate, submit, upload or otherwise make available text, images, audio, video, code, templates, competition entries or other content (“User Generated Content”), which may or may be accessible and viewable by the public.

You hereby grant us a royalty-free, perpetual, irrevocable, non-exclusive right and license to itself or any other party to use, act upon, make, have manufactured, sell, offer for sale, import, reproduce, modify, publish, create derivative works from, distribute and display such User Generated Content and other submissions (in whole or in part) worldwide and/or to incorporate into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information.

You also acknowledge that all User Generated Content and other information communicated to us (in the form received or provided by you) are non-confidential for all purposes and that MC owes no obligation of confidentiality, attribution, or approval, and has no control over the extent to which any idea or information may be used by any other party or person. You will receive no compensation for any User Generated Content or other submissions and hereby waive any right to enforce any intellectual property or proprietary right against MC and its parent, affiliates, and subsidiaries as a result of or on the basis of any use or exploitation of any User Generated Content or other submissions, or incorporation of any of the foregoing into any MC Website function, product or service. You recognize that we have the right to use (and to allow third parties to use) such User Generated Content and other submission in connection with the operation of the Website and MC’s operations generally, including without limitation for our advertising and marketing purposes, and to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, reformat, and create derivative works based on such User Generated Content and/or other submissions. MC may or may not publish your name in connection with such User Generated Content and/or submissions at our sole discretion. We may use such User Generated Content and/or submissions in any media, now known or hereafter developed. We are under no obligation to post or use any such User Generated Content and/or submissions, and we may remove any such User Generated Content and/or submissions at any time in our sole discretion. You acknowledge and agree that we may have similar content already under consideration or development, and we will own all right, title, and interest in and to what it creates or develops without use of such User Generated Content and/or submissions. You agree not to provide us with any User Generated Content and/or submissions that contain viruses, Trojan horses or tools that have the effect of compromising the security of the Website or other sites.

You hereby represent and warrant that your User Generated Content: (i) conforms to these Terms and complies with all applicable laws, and that you own or have the necessary rights and permissions to use and exploit, and to authorize us to use and exploit, your User Generated Content in all manners contemplated by these Terms; and (ii) does not infringe upon the intellectual property rights of any third party.

You agree to indemnify and hold us and any of our subsidiary or affiliated companies, and each of their respective employees, officers, directors, contractors and affiliates, harmless from any demands, loss, damages, actions, liability, claims or expenses (including legal fees, collectively, "Claims”), made against us by any third party arising out of or in connection with your User Generated Content or your use of the Website.

You also agree not to enforce any moral rights, ancillary rights or similar rights in or to the User Generated Content against MC, and agree to procure the same agreement not to enforce from others who may possess and have granted you rights in the User Generated Content.

We have the right but not the obligation to monitor, screen, post, remove, modify, store and review User Generated Content or communications from you sent through the Website or otherwise, at any time and for any reason, including to ensure that the User Generated Content or communication conforms to these Terms.

We are not responsible for, and do not endorse or guarantee, the opinions, views, advice or recommendations posted or sent by you or any other users of the Website, whether provided as User Generated Content or otherwise.

You agree you will not upload, post, display, or transmit any User Generated Content or other submissions to or through the Website (collectively the “Submissions”), if such Submission(s), or any part thereof, or the act of making the any of the foregoing, would be considered: (i) defamatory, abusive, violative, harassing, threatening, bigoted, hateful, violent, vulgar, obscene, pornographic, or otherwise offensive or that harms or can reasonably be expected to harm any person or entity; (ii) to diminish, infringe, misappropriate or violate of any intellectual property or other property or proprietary rights of any third party; or (iii) unlawful in any other way. MC is not responsible for screening, policing, editing, or monitoring your or another user’s Submissions and encourages all of its users to use reasonable discretion and caution in evaluating or reviewing any Submission(s). Nevertheless, if you violate any of the Terms, MC may, in its sole discretion, take whatever action is necessary to protect MC’s legal or equitable rights, or otherwise enforce the terms of these Terms. Moreover, it is a policy of MC to take appropriate actions under applicable intellectual property laws. If you become aware of Submissions that violate these rules regarding acceptable behavior or content, you may contact MC as provided herein.

9. Content & Output: MC will not be responsible for: (a) any damages you or any third-party may suffer as a result of the submission, transmission, provision, processing, storage or receipt of User Data or any confidential or proprietary information that you make, that you expressly or implicitly authorize MC to make, or that is generated by the Website (the “Output”), or (b) any errors or any changes made to any submitted, transmitted, stored or received information or User Data. You are solely responsible for the retrieval and use of the content of the Website, User Data and Output. You should apply your own judgment in making any use of any content of the Website, User Data or Output, including, without limitation, the use of the information as the basis for any conclusions.

MC ASSUMES NO OBLIGATION TO UPDATE THE CONTENT ON THE SERVICES. THE CONTENT ON THE SERVICES OR THE SERVICES MAY BE CHANGED WITHOUT NOTICE TO YOU. MC IS NOT RESPONSIBLE FOR ANY CONTENT, OUTPUT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE. MC DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE SERVICES OR OUTPUT. ACCESSING THE SERVICES, CONTENT OR OUTPUT FROM TERRITORIES WHERE IT MAY BE ILLEGAL IS PROHIBITED.

10. Confidentiality & Security: NOTWITHSTANDING THAT WE APPLY SECURITY MEASURES TO OUR SERVICES, THERE IS NO GUARANTEE THAT INFORMATION OR PERSONAL INFORMATION ON THE SERVICES OR ON THE INTERNET, OR SUBMISSIONS TO THE SERVICES OR THROUGH THE INTERNET WILL BE MAINTAINED AS CONFIDENTIAL AND SECURE. THE USE OF THE SERVICES, OUTPUT, AND CONTENT IS AT YOUR OWN RISK AND MC ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE WORK, CONTENT, OUTPUT, OR TO YOUR USE OF THE SERVICES, OR TO THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF USER DATA, YOUR INFORMATION OR PERSONAL INFORMATION.

For purposes hereof, “Confidential Information” means, any information or data, regardless of whether it is in a tangible or intangible form relating to: (a) the Website and any intellectual property therein or relating thereto, including but not limited to all account passwords, access codes, tokens or any other credentials for accessing the Website; (b) MC’s organization; and (c) these Terms, including any of the foregoing that is indicated to be, or by is by its nature, confidential or proprietary. For clarity, Confidential Information does not include information that: (i) is known to you prior to receipt from MC directly or indirectly from a source other than one having an obligation of confidentiality to MC; (ii) becomes known (independently of disclosure by MC) to you directly or indirectly from a source other than one having an obligation of confidentiality to MC; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by you; or (iv) is independently developed by you, and as can be established by evidence upon request.

You agree not to: (I) use the Confidential Information for any purposes except as necessary to fulfill your obligations under these Terms; (II) disclose the Confidential Information to any person or entity; and (III) make any copy of any Confidential Information other than as explicitly permitted by these Terms. You agree that you will: (A) treat the Confidential Information with at least the same degree of care as you accord to you own similar Confidential Information, provided that in no event shall you exercise less than reasonable care recognized in the applicable industry; (B) promptly advise MC in writing of any misappropriation or misuse, or threat thereof, by any person of Confidential Information of which you become aware; and (C) upon termination or expiration of these Terms or upon MC’s request, return any materials or Confidential Information that are furnished to you.

If you are compelled by law to disclose Confidential Information you shall provide MC with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if MC wishes to contest the disclosure.

You will be liable for any confidentially breach by yourself, any person who receives from you, or accesses through you or your Website account, Confidential Information as well as your employees, agents and subcontractors.

Notwithstanding any other term or condition of these Terms, MC shall maintain all right, title and interest in and to the Confidential Information.

11. Indemnity: You agree at all times to indemnify, defend and hold harmless MC, its agents, suppliers, affiliates, third parties engaged by MC, third parties that assist MC, and their respective parent companies, directors and employees against all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by MC directly or indirectly in respect of each of the following: (a) any information, User Data, or any other data you provide on or through the Website or which is sent to MC by email or other correspondence, or any activities you engage in through the Website as a Website account holder or in any other capacity; (b) any intellectual property infringement, a breach of sections 2, 7 or 12, or breach of a representation and warranty, Confidential Information obligations, or any other term of these Terms; (c) any third party claims whatsoever, including but not limited to any intellectual property infringement claims, other infringement of rights claims, or privacy or personal information claims, that relate to any information, User Data or any other data you provide on or through the Website, any Works, or any activity or omission relating to the Website, User Data or Works by you; or (d) your use or misuse of the User Data or any other content, or the Website or Works.

12. Payment: MC accepts payments in the forms explicitly identified in the Website (e.g., credit card payments, or other forms of payments) via the Website for costs relating to the use of functions of the Website and other fee-based Website it may provide at its discretion from time to time. You agree to pay all taxes relating to any payment to MC, and that you will not initiate any chargebacks to MC unless otherwise pre-authorized by MC in writing. You understand and agree that you will be responsible for and required to pay for any costs associated with any chargebacks that you have initiated against MC. MC reserves the right at any time to modify the fees charged for the products and services offered through the Website. 
The payment service may be provided as corollary to the principal Website by a third party payment processing service provider. You will be responsible for reviewing, agreeing and compliance with all terms and conditions and other policies relating to such third party services. All payments paid by you are final and non-refundable, unless otherwise determined by MC in its sole discretion.

If your Website account should ever have an outstanding balance it will not be closed until payment of the outstanding balance in full has been received by MC, and you may continue to incur charges.

13. Intellectual Property Infringement: If you believe that any content on the Website infringes your copyright, you may request that it be removed. This request must bear a signature of the copyright owner and must comply with the following, or with the requirements of applicable law in the relevant jurisdiction: (a) identify the allegedly infringing content; (b) indicate where on the Website the infringing content is located; (c) provide your name and contact information; (d) state that you have a good faith belief that the content is infringing; (e) state that the information in your claim is accurate; and (f) indicate that “under penalty of perjury” you are the lawful copyright owner. Our contact for copyright issues relating to the Website are: info@mentoringcanada.ca.

You are responsible for reporting to MC in a timely manner any infringement or threat of infringement of the Website or Works, or any intellectual property of MC. MC shall have the sole right to pursue any action relating to any such infringement, at its sole discretion.

14. Compliance with Investigations: MC will cooperate with any investigation by any federal, provincial, or local body or any court or tribunal legitimately exercising its rights. Such cooperation may occur without any notice being provided to you.

15. Customer Responsibilities. You hereby agree that you will be solely and wholly responsible for: (a) compliance with these Terms by you and any organization pursuant to which you use the Website or provide any User Data; (b) storage, rights clearance, consents and accuracy of the User Data; (c) obtaining and maintaining full ownership of all rights, title, and interest in and to the User Data, or full rights, power and authority to grant the rights granted herein, all of the foregoing being free and clear of any claims, liens, encumbrances, or violations of any other agreement; (d) informing us promptly of any and all investigations, claims, or litigation involving the User Data; (e) ensuring the User Data does not violate or infringe the rights of any other party (or person) or the laws or regulations of any government or judicial authority; (f) the accuracy and reliability of the User Data; and (g) all necessary actions to enter into, execute, and perform under these Terms both on your behalf and on behalf of any organization pursuant to which you use the Website or provide any User Data.

16. Account. Certain functions of the Website will require that you register and set-up an account in order to access and use such functions (a “Service account”). Some such functions may be accessible by you via a Website account as SaaS (Software-as-a-Service). You hereby agree to comply with all of these Terms and any additional terms imposed at the time when you set-up an account and as may be imposed from time to time for any services and tools, whether in a live or test environment, that are accessible and useable through your Website account, and to comply with all applicable laws in relating thereto.

Each registration or account is for a single user only, unless otherwise expressly agreed upon by MC. Registration for access to and use of functions of the Website may also require access credentials, such as a user name and a password, or adherence to other particular access requirements as designated by MC in its sole discretion from time to time. For clarity, all information provided for a Website account and registration is deemed to be User Data for the purpose of these Terms. You hereby agree to consider your access credentials, such as a user name and password, as confidential information and not to disclose such information to any third party without the prior express written consent of MC, which may be withheld in its sole discretion. You shall immediately notify MC if you suspect or become aware of any loss or theft of your password or any unauthorized use of your user name and password. MC will not be liable for any loss or damage arising from your failure (whether inadvertent or intentional) to comply with these obligations.

You will be solely and wholly responsible for the storage, maintenance, accuracy, applicability, and reliability of all information and data that you utilize with, or otherwise in relation to, functions of the Website, and for all protection thereof, and compliance with all applicable laws relating thereto, including but not limited to all privacy, data protection and data breach laws. All such information and data, as well as all information provided for Website function accounts, are User Data for the purpose of these Terms and shall be subject to all of the obligations and limitation relating to User Data.

A derivative work for the purpose of these Terms is a work that you create that is based upon any function, portion or element of the Website, or any intellectual property owned or licensed by MC, and such derivative works may include, but are not limited to, data, algorithms, formulations, calculations, compilations, inventions, software, copyright protected works, or other intellectual property or proprietary rights created by you either individually or jointly (each a “Work” and collectively the “Works”). All such Works and all rights, title and interest therein is and shall be owned by MC, and you hereby assign to MC all of your present and future rights, title and interest in any and all Works. You further waive, and if you are accessing the Website on behalf of an organization shall cause your employees and subcontractors to waive, moral rights in all Works in favour of MC. MC has the right to enforce all moral rights in the Website and the Works at its sole discretion.

MC may credit you with authorship of Works that you have created. MC hereby grants you a non-exclusive license right, without a right of sublicense, while your Website account remains active and in good standing, to utilize the Works for your internal purposes.

17. Intellectual Property & Proprietary Rights. All rights, titles, and interests in and to the Website and Works are owned by MC. The Website and Works, and elements thereof are protected by copyright law and other intellectual property laws. These Terms provide to you only a limited license to access and use the Website and Works. Accordingly, you expressly acknowledge and agree that MC transfers no ownership or intellectual property right, title, or interest in and to the Website or Works to you or anyone else.

All trademarks, service marks, text, graphics, headers, icons, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including but not limited to HTML, CSS, XML, and JavaScript code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the Website, unless otherwise indicated, are owned, controlled, and licensed by MC and/or its licensors. In particular, without limitation, MC logo, the words "Black Brane," all MC product or service names, and MC advertising slogan(s) are trademarks of MC. Nothing contained in the Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of MC's trade names, trademarks or service marks, or any other MC intellectual property without MC’s express prior written consent, unless rights of use are otherwise expressly granted in these Terms. All rights not expressly licensed hereunder are reserved by MC.

MC reserves the right to implement digital rights management (DRM) in relation to its software, platform and/or any open source software relating to Website. Should open source software of Website or any Work incorporate DRM, all license rights granted to you therefor shall supersede any other licenses relating to such open source software.

You agree that all suggestions, comments or other feedback you provide to MC with respect to the Website, Output, or Works (the “Feedback”) and all right, title and interest in and to the Feedback, as well as all developments based upon such Feedback and all intellectual property in and to the foregoing, shall be owned by MC. You hereby assign to MC all of your present and future right, title and interest you may have in and to the Feedback, all developments based upon such Feedback and all intellectual property in and to the foregoing, and you shall cooperate with MC as reasonably necessary in order to give full effect to such assignment.

The Website may incorporate open source software and by utilizing the Website you agree to the terms of all applicable open source software licenses.

18. Disclaimer. MC DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR WORKS WILL OPERATE ERROR-FREE OR ON AN UNINTERRUPTED BASIS. SERVICES AND WORKS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND MC HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES OR WORKS. MOREOVER, MC EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD-PARTY PROVIDED CONTENT, MATERIALS, LINKS, WEBSITES, NETWORKS, PROGRAMS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE SERVICES OR WORKS , AND YOU AGREE THAT MC SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH DEALINGS BETWEEN YOU AND A THIRD PARTY.

19. Limitation of Liability. MC SHALL NOT BE RESPONSIBLE FOR ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND MC’S CONTROL. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MC BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR FOR ANY INFORMATION, WEBSITE, NETWORK, PRODUCT, SERVICES, WORKS, OR MATERIALS AVAILABLE THROUGH THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF MC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF MC FOR ANY REASON WHATSOEVER RELATED TO USE OF THE SERVICES AND WORKS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE SERVICES (DURING THE LAST TWELVE (12) MONTHS) OR TEN DOLLARS (CDN$10.00), WHICHEVER IS GREATER.

20. Governing Law. These Terms has been made in and will be construed and enforced solely in accordance with the laws of the Province of Ontario, Canada. Any dispute will be resolved by arbitration, with the losing party to pay all costs and fees.

21. Enforcing Security on the Website. MC reserves the right to view, monitor, and record your activity on the Website without notice or permission from you. Any information obtained by monitoring, reviewing, or recording may be provided to: (a) law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Website or Works; (b) government agencies as required for any disclosures required by or under applicable law; and (c) other parties as required for MC to comply with any court orders or subpoenas involving requests for such information.

22. Injunctive Relief. You acknowledge that any breach, whether threatened or actual, of these Terms, including, without limitation, with respect to unauthorized use of MC Confidential Information, proprietary rights, or assets, will cause irreparable injury to MC, such injury would not be quantifiable in monetary damages, and MC would not have an adequate remedy at law. You therefore agree that MC shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of these Terms. Accordingly, you hereby waive any requirement that MC post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to MC to enforce any provision of these Terms.

23. Term & Termination. These Terms will take effect (or re-take effect) at the moment you begin downloading, accessing, or using the Website, whichever is earliest. MC reserves the right at any time and on any grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of these Terms, to deny your access to or to suspend the Website, Works or User Data, or to any portion thereof in order to protect its name and goodwill, its operations, and/or others, and these Terms will also terminate automatically if you fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified herein. Termination will be effective without prior notice and may impact (and prohibit) submission of any information. You may also terminate these Terms at any time by ceasing to use the Website and Works, but all applicable provisions of these Terms will survive termination, as identified below, and each re-access or use of the Website will reapply these Terms (then in effect) to you.

Upon termination, you must immediately: (a) destroy all copies of any aspect of the Website in your possession, including but not limited to all materials relating to the Website; and (b) stop using the Website.

The provisions concerning MC’s proprietary rights, Confidential Information, User Data, disclaimers of warranty, indemnities, representations and warranties, payments, limitations of liability, waiver and severability, entire agreement, injunctive relief, and governing law will survive the termination of these Terms for any reason, as will any other provision that by its nature survives termination.

24. Waiver & Severability. Failure to insist on strict performance of any of the terms and conditions of these Terms will not operate as a waiver of any subsequent default or failure of performance. No waiver by MC of any right under these Terms will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. 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 the 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 effect.

25. Entire Agreement. No joint venture, partnership, employment, affiliate, or agency relationship exists between you and MC as a result of these Terms or your utilization of the Website or Works. These Terms, any terms or conditions specific to particular Website or Works, and MC’s Privacy Policy represent the entire agreement between you and MC with respect to use of the Website and Works, and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and MC with respect to Website and Works. You may not assign, delegate, or transfer any rights under these Terms without the prior written consent of MC.

26. Exclusion: We expressly exclude the UN Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act Ontario as amended, replaced or re-enacted from time to time. You agree to waive any right you may have to: (a) a trial by jury; and (b) commence or participate in any class action against MC related to the Website, the Website content, MC services or products, or this Agreement and, where, applicable, you also agree to opt out of any class proceedings against MC, its agents, or its licensors. We have required that this Agreement and all documents relating thereto be drawn-up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

27. Interpretation: The division of these Terms into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms. In these Terms, words importing the singular number include the plural and vice versa; words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.

28. Enurement: These Terms shall inure to the benefit of and be binding upon each of MC and you, and MC’s and your respective successors and permitted assigns. You acknowledge having read these Terms before accepting it and having the authority to accept these Terms.

29. Website Experience: We ask you to please help us keep the Website an enjoyable experience for all users, and if you observe material or behavior that may violate these Terms or the Privacy Policy by other users please contact MC at: info@mentorcanada.ca.

30. Contact Us: If you have any questions about the Website or these Terms, please contact MC at the following email address: info@mentorcanada.ca.

© Mentor Canada, 2024.

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