Terms of Service
WATER RANGERS SOFTWARE LICENSE AGREEMENT
Water Rangers (“Water Rangers” / “We” / “Us”) owns and operates the website located at www.waterrangers.ca (the “Website”). Before clicking on the “accept” button you must carefully read the terms of service set out below governing your subscription to the Water Rangers service (the “Services”). These terms of service (“Terms”) apply to all users of the Website, including users who create account on the website, users who upload information to the Website, users who use the Services, and users who simply view the content on the Website (collectively, “Users” / “You”). By clicking on the “accept” button, you accept and agree to be legally bound by the terms of service of this license agreement (“agreement”). If you are entering into this agreement on behalf an organization or other entity, you represent that you have the authority to legally bind such organization or entity. In such cases, “you” and “your” will refer to such organization or entity. If you do not agree with these Terms, do not click the “I accept the terms of service” checkbox at the end of this agreement and do not subscribe to the Services or otherwise use the Website or Services.
TERMS OF SERVICE SUMMARY
This plain language summary is provided for your convenience and is not legally binding. Please read the full version of the terms of service set out below to fully understand your legal obligations and restrictions.
- 1. You can only use the Services and the content provided as part of the Services as set out in this Agreement. We own the Service and the content provided as part of the Service and You are not allowed to copy, alter or otherwise do anything to the Service and the content other than to report and manage observations for Yourself or for Your organization and end users based on the intended purposes of the Service.
- We can change the terms of this Agreement at any time and will notify You of any such changes.
- You will own the information you upload to the Service and you guarantee that this information will not be illegal or harmful in any way. We can use the information You upload in limited ways.
- You agree to properly manage Your account and will not let anyone use the Service who isn’t authorized to. You aren’t allowed to do anything illegal using your account. You must notify us immediately if your account has been compromised.
- We do not guarantee that the Services and the content will meet your requirements or that it will work without interruption. We are not responsible if you break the law, breach this Agreement or violate the rights of a third party, particularly if you get sued.
- This Agreement is the one that applies to Your use of the Services. If you had a prior Agreement with us, it no longer applies.
- The Services. The Water Rangers Services helps to facilitate the collection, storage and analysis of water data quality collected by Users who are citizen scientists. Users can collect and upload to the Website water quality data such as water temperature, pH levels, visibility/clarity and nitrate levels. The Website will store such data and will create report identifying changes and trends in water quality over time.
- Licenses. Water Rangers grants and You hereby accept, subject to the TERMS OF SERVICE contained herein, a limited, nontransferable, nonexclusive, worldwide, enterprise-wide and revocable license (the “License”) to use the Services and to access and use all material, information and technology offered as part of the Services including but not limited to documents, articles, reports, software, graphics, text, images and logos, algorithms, processes, user interfaces, designs and know-how (the “Content”) solely for recording and viewing observations and services for Yourself or for Your organization based on the intended purposes of the Service.
- License Term.This Agreement will commence upon activation of Your account (the “Effective Date”) and will continue in full force and effect until otherwise terminated pursuant to the provisions hereof.
- License Restrictions. You acknowledge that the Services and the Content, constitutes the intellectual property of Water Rangers and its licensors. Except as otherwise set out in this Agreement, Customer will not (i) copy in whole or in part the Services or the Content; (ii) alter, modify, duplicate, translate, de- compile, reverse engineer, or attempt to recreate the Services or the Content, in whole or in part; (iii) modify or create any derivative works from the Services or the Content any part thereof; (iv) merge the Services or the Content with any other software; (v) disclose to any third party any performance information or analysis relating to the Services and the Content; (vi) license, sublicense, sell, convey, assign, transfer, give, lend, rent, transfer or otherwise grant any right to any of the Services or the Content or any of Your rights hereunder, in whole or in part, voluntarily or involuntarily, by operation of law or otherwise, to any person, individual, legal or personal representative, partnership, company, corporation, syndicate, association, trust or governmental body otherwise; (vi) build an identical product to the Services or a product with similar ideas, features and functionality as the Services; and (vii) copy any ideas, features of functions of the Services. You agree to retain, on all copies of any Content You download, all copyright and other proprietary notices contained in the Content. The Services and the Content are protected by Canadian and worldwide intellectual property laws including copyright laws and treaty provisions. You agree to comply with all intellectual property laws worldwide in Your use of the Services and the Content and to prevent any unauthorized copying of the Content. Except as expressly provided herein, Water Rangers does not grant any express or implied right or license to You under any intellectual property right, including under any patent, trade-mark, copyright, trade secret or confidential information of Water Rangers or its licensors.
- Observation Data; User Content. In the course of using the Services, You may upload certain information, data, photographs, graphics, video and material through the Services (the “Observation Data”). You are solely responsible for all Observation Data uploaded or otherwise transmitted to the Website, as well as any other content provided by you, such as a profile picture, biography and information about your training and credentials (“User Content”). You agree that the Observation Data and User Content will (i) comply with all applicable laws; (ii) not contain infringing, obscene, threatening, harassing, harmful, pornographic, libelous, invasive of another person’s privacy, hateful, discriminatory or other illegal or objectionable material; (iii) not include material containing software viruses, worms, Trojan horses or other harmful computer codes, files scripts or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware telecommunications equipment; (iv) not contain any content, work, name, logo or mark that infringes any intellectual property right of any person; (v) not contain or constitute unsolicited or unauthorized advertising, solicitations for business, spam, promotional materials or any other unsolicited commercial communications; and (vi) contains any falsehoods or misrepresentations that you know are incorrect, false, misleading or deceptive. You acknowledge that You have obtained the consent to use any Personal Information (as that term is defined in the Personal Information Protection and Electronic Documents Act (S.C. 2000, c.5) (“PIPEDA”) and all other applicable privacy legislation) contained in the Observation Data from the person to whom the Personal Information pertains, and that You have complied with all relevant privacy laws in collecting, using the disclosing such Personal Information.
- No Liability for User Content and Observation Data. Under no circumstances will Water Rangers be liable for any User Content or Observation Data, including but not limited to liability for any errors or omissions in any materials, or any defects or errors in any printing or manufacturing, or any liability for loss or damage of any kind incurred as a result of using the Service or viewing materials posted, emailed, transmitted or otherwise made available by Users of the Website.
- Removal of Observation Data or User Content. Water Rangers reserves the right to remove or delete any User Content or Observation Data in it’s sole discretion and at any time and without notice. For example, we may remove content if any of your materials violate these Terms.
- Account. You are responsible for all of the activity associated with Your account and You agree to notify Water Rangers immediately in the event of any unauthorized use of Your account or password or if You suspect Your account or password has been compromised in any way. You agree not to misrepresent Yourself in order to gain access to the Services. You are responsible for advising Water Rangers of any change in contact information. Applicable Laws. You must abide by all applicable local, provincial, state and national laws and all relevant treaties and directives in Your use of the Services.
- Conduct Guidelines. In accessing the Services, you agree to treat other Users with whom you interact with respect, and not engage in any conduct that is threatening, harassing, or otherwise harmful to other users and/or third parties. You may not use the Services to collect, copy and store any personal information about any of the other Users of the Services, even if that information is part of a User’s public profile.
- Limiting Access. You will not permit persons other than Your authorized representatives to access the Services.
- No Responsibility. Water Rangers accepts no responsibility and will not be held liable for any delays, performance issues, stoppages, outages, increased costs or other similar events relating to the Services resulting from Your failure to adhere to the provisions set out in this Section.
- Fees. Water Rangers does not currently charge any fees for the use of the Services, however we reserve the right, in our sole discretion and without advanced notice, to introduce Fees for the Services in the future, or to introduce fees for certain features of the Website.
- Ownership of Software. Water Rangers and its licensors own all right, title and interest in and to the Services and the Content, including without limitation, all copyrights, trade secrets, patents, and other intellectual property rights. Upon termination of this Agreement unless otherwise provided herein, all of Your rights in connection with the Services and the Content, including but not limited to the right to access and use the Services and the Content, will terminate.
- Trade-marks. The trade-marks, logos and company names of Water Rangers or any of its affiliates and licensors used as part of the Services and the Content may not be copied, imitated or used, in whole or in part, without the prior written consent of Water Rangers or any such affiliate or licensor. Other products, services logos and company names mentioned as part of the Services and in the Content may be the trade-marks of their respective owners.
- Proprietary Notices. You agree not to alter, remove, deface or destroy any copyright, trade-mark or proprietary markings or confidential legends placed upon or contained in the Services and the Content or in or on any related material.
- Services. Water Rangers warrants that the Services are designed to and will operate in substantial conformity with the specifications set out in the user documentation.
- Content. The Content may contain inaccuracies and typographical errors. Water Rangers makes no representation or warranty regarding the accuracy or completeness of the Content or information accessible while using the Services, or the reliability of any advice, opinion, statement or other information displayed or distributed through the Services. You acknowledge that any reliance on any of the foregoing and Your use of the Services and the Content will be at Your sole risk. Water Rangers reserves the right, in its sole discretion, to correct any errors or omissions in any part of the Services or in any portion of the Content. Water Rangers may make any other changes to the Services and the Content at any time without notice.
- Observation Data Disclaimer. Water Rangers does not and cannot review or monitor the Observation Data or the User Content that is uploaded to the Website by our Users, and accordingly make no representations or warranties about the accuracy of any of the information, and shall not be liable in any way for any of the Observation Data appearing on the Website.
- Warranty Disclaimer. Except for the express warranties provided in these Terms, the Services and the content are provided “as is” and Water Rangers and its licensors hereby disclaim any and all warranties, express, implied, statutory or otherwise, including without limitation any implied warranties of merchantability and fitness for a particular purpose. Water Rangers does not warrant that the services and the content will meet your requirements, that the services and/or the content will be secure, free from errors or function without interruption, that any stored data will be accurate or reliable nor that any observation data can be restored from any particular backup procedure. Water rangers does not warrant that use of the services will enable you to achieve any particular result or results in your business operations.
LIMITATION OF LIABILITY
In no event will Water Rangers be liable for special, incidental, consequential, exemplary, punitive or indirect damages, including without limitation, loss of data, loss of profits arising from or relating to this agreement, the services or the content, however caused and regardless of theory of liability. In addition, except with respect to claims based on wilful misconduct or gross negligence, in no event will Water Rangers be liable for any damages of any kind greater than the amounts paid to Water Rangers hereunder. Water rangers will not be liable for any delays or damages attributable to problems inherent in internet and electronic communication. These limitations will apply even if Water Rangers has been advised or is aware of the possibility of such damages. The limitations of this section will apply even in the event of a failure of the essential purpose of this provision. Without limiting the generality of the foregoing, in the event that Water Rangers is found liable, Water Ranger’s aggregate liability shall be limited to the greater of (i) any amounts you have paid to Water Rangers in the 12 months preceding the date of the claim, or (ii) fifty Canadian dollars($50 CAD).
- Indemnification by You. You will indemnify, defend and hold Water Rangers harmless from any claims, demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related thereto including legal fees, directly or indirectly resulting from (a) any allegation that You have engaged in conduct, which if true would breach Your warranties or obligations under this Agreement; (b) any allegation that the Observation Data infringes the Proprietary Rights of any third party; (c) Your negligent or willful misconduct; and (d) any violation by You of any privacy laws, regulations and directives relating to the collection, use or disclosure of any Personal Information provided to Water Rangers hereunder. Water Rangers reserves the right to participate in the defence of any such claim and to be represented by counsel of its choice.
TERM AND TERMINATION
- Term. This Agreement will commence on the Effective Date and will continue in full force and effect until terminated in accordance with the terms of this Agreement.
- Survival of Certain Terms. All provisions of this Agreement reasonably required to survive termination based on the terms of this Agreement will survive termination of this Agreement. All other rights and obligations of the parties will cease upon termination of this Agreement.
- Effect of Termination. Upon termination of this Agreement for any reason Your access to the Services will end immediately and Your account will be disabled.
- Notices. Any notice required or permitted hereunder will be in writing and will be given by electronic mail at [email protected]. Such notice will be deemed to have been received twelve (12) hours after it was sent.
- Assignment. This Agreement may not be transferred or assigned, in whole or in part, by either party either voluntarily or by operation of law without the prior written consent of the other party, which consent will not be unreasonably withheld.
- Governing Law; Arbitration. This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Except for disputes for which injunctive relief is sought (for example, to prevent the unauthorized use or disclosure of proprietary materials or information) the following procedures will be used to resolve any dispute arising out of or in connection with this Agreement. Promptly after the written request of either party, each of the parties will appoint a designated representative to meet in person or by telephone to attempt in good faith to resolve any dispute. If the designated representatives do not resolve the dispute within ten (10) days of such request, then an executive officer of each party will meet in person or by telephone to review and attempt to resolve the dispute in good faith. The executive officers will have ten (10) days to attempt to resolve the dispute. Any disputes that are not otherwise resolved by the parties will be submitted to binding arbitration in Toronto, Ontario in accordance with the Arbitration Act, 1991 (Ontario) (the “Act”). Before entering into arbitration, the parties will each appoint an arbitrator, and these two arbitrators will select a third arbitrator to be a member of the arbitration panel. Should the two arbitrators not be able to agree on a choice of the third arbitrator, then the parties will defer to the procedure for selection of an arbitrator under the Act. None of the arbitrators will be officers or employees of the parties. Each such arbitrator will be a lawyer having experience and familiarity with information technology disputes. The arbitrators will have the right to award costs, fees and expenses, including but not limited to the arbitrators’ fees and reasonable lawyers’ fees, to the prevailing party. The parties will jointly pay arbitration costs pending a final allocation by the arbitrators. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrator’s decision will be final and binding upon the parties.
- Force Majeure. Under no circumstances will either party be liable to the other for any failure to perform its obligations where such failure results from causes beyond that party’s reasonable control. Independent Contractors. The relationship of Water Rangers and You established by this Agreement is that of independent contractors, and nothing contained in this Agreement will be construed to (i) give either party the power to direct and control the day to-day activities of the other, (ii) constitute the parties as legal partners, joint venturers, co owners or otherwise as participants in a joint undertaking, or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. All financial and other obligations associated with the businesses of Water Rangers and You are their sole respective responsibilities.
- Entire Agreement and Waiver. This Agreement and all documents incorporated by reference hereto will constitute the entire agreement between the parties with respect to its subject matter, and all prior agreements, representations, and statements with respect to such subject matter are superseded. This Agreement may be changed by Water Rangers upon notification to You. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such breaches and the waiver of any breach will not act as a waiver of subsequent breaches.