Terms and Conditions of Use

Effective April 29, 2010

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEB SITE.

By you (the “Visitor”) visiting, using and accessing www.viatec.ca (the “Web Site”) or by registering to become a registered user (the “Registered User”) of the Web Site, you agree to be bound by these terms and conditions, as amended from time to time, (the “Terms of Use”). If you do not wish to be bound by the Terms of Use, you should not be a Visitor or become a Registered User.

If you have any questions or comments about the Web Site or the Terms of Use, please contact us at info@viatec.ca .

1. Acceptance of this Agreement

This is an agreement between you and the VICTORIA ADVANCED TECHNOLOGY COUNCIL (“VIATEC”), the terms of which govern your use of the Web Site. The terms of the VIATEC privacy policy, as amended from time to time, (the “Privacy Policy”), are at www.viatec.ca/privacy/, and are included by reference and form a part of the agreement. When you become a Registered User and/or each time you use the Web Site you indicate your acceptance and agreement to the Terms of Use, the Privacy Policy and any other terms included by reference below, as amended from time to time (collectively, the “Agreement”). By becoming a Registered User and/or using the Web Site you also indicate the acceptance and agreement of any person or legal entity which you represent, and your authority to accept the Agreement and act on behalf of such person or legal entity.

2. Amendments and Modifications to the Agreement

VIATEC reserves the right to update, change, amend, add or otherwise modify the terms of this Agreement from time to time and will revise the effective date above. By accepting this Agreement, you agree to review the Terms of Use and Privacy Policy periodically to determine if any revisions have been made. By becoming a Registered User and/or visiting the Web Site, you agree to be bound by the terms of the Agreement. If you do not agree with the terms of the Agreement you must cease to use the Web Site and/or cancel your registration. Continued use of the Web Site will constitute acceptance of such changes. You can review the most current version of the Terms of Use at any time at: www.viatec.ca/terms/ and the Privacy Policy at www.viatec.ca/privacy/.

3. Confidentiality of Information

Information transmitted through the Web Site may not be secure, may not be treated as confidential or protected in any way, and does not create any relationship or duty of any kind. You should not send confidential or sensitive information by the Internet or e-mail unless you take appropriate precautions, such as the use of encryption.

4. Terms – Visitor and Registered User

When you are a Visitor or Registered User, your use of the Web Site is subject to the following terms:

1. each time you use the Web Site you represent and warrant that you have the legal authority to agree to and accept this Agreement on behalf of yourself and any person or legal entity you represent. The Web Site may be used only by persons who are who are the age of majority in their province of residence, or are an emancipated minor, or possess legal parental or guardian consent, and can form legally binding contracts under applicable law. Anyone who has not reached the age of majority in the province or territory in which they reside should obtain parental consent prior to using the Web Site. VIATEC strongly recommends that parents and guardians supervise their children's use of the Web Site;
2. you must be a person. "Bots" or other automated methods are not permitted to visit the Web Site or become a Registered User;
3. you may not use the Web Site for any illegal or unauthorized purpose. You must not, in the use of the Web Site violate any laws in your jurisdiction (including but not limited to copyright laws);
4. while VIATEC prohibits conduct and content on the Web Site as provided in 4 c) above and 5 d) below, you understand and agree that VIATEC cannot be responsible for content posted by another account holder and you nonetheless may be exposed to such materials. You agree to use the Web Site at your own risk;
5. you agree not to modify, adapt or hack the Web Site or modify another web site so as to falsely imply that it is associated with the Web Site, or any other VIATEC service;
6. you agree not to use, reproduce, duplicate, copy, sell, resell or exploit any portion of the Web Site without the express written consent of VIATEC;
7. you agree not to upload, post, host, or transmit unsolicited email, SMSs (short message service), or "spam" messages;
8. you agree not to transmit any worms or viruses or any code of a destructive nature;
9. the Web Site is made available to you for your lawful, personal or fair dealing, non-commercial use only. You are responsible for using the Web Site and its contents in a lawful manner. You may use the Web Site and print download Web Site pages for your personal non-commercial use provided that you do not modify any of the Web Site pages or other content and you do not remove or alter any visible or non-visible identification, marks, notices, or disclaimers. You may not use the Web Site or its content for any other purpose or in any other way. VIATEC retains all rights to any such printed or downloaded material, and only grants you a limited license to use them during the term of your Account or use of the Web Site; and
10. except for use of Account Content by the Registered User (or the rightful owner if the Account Content is not owned by you) and except as specifically permitted in this Agreement, the Web Site and its content may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, mirrored, used or distributed in any way, in whole or in part, without the express prior written consent of VIATEC.

5. Account Terms – Registered User

When you are a Registered User, your use of the Web Site and your account (the “Account”) is subject to the following terms in addition to those set out in s. 3 above:

1. you must provide your full legal name, a valid email address, phone number and mailing address, name of your company or organization (if any), sector of the business that your company or organization operates in and any other information requested in order to complete the Account signup process;
2. you are responsible for maintaining the security of your Account and password. VIATEC will not be liable for any loss or damage from your failure to comply with this security obligation;
3. you are solely responsible for all content posted and/or uploaded and activity that occurs under your account (even when such content is posted by others who have access to your Account) (collectively the “Account Content”);
4. you agree not to post or allow others to post Account Content which is unlawful, immoral, hateful, harmful, threatening, abusive, offensive, libelous, defamatory, slanderous, pornographic, indecent, obscene, or otherwise inappropriate for a broad general audience; and
5. you assume any and all liability for the use of the Account Content and agree to defend, indemnify and hold harmless VIATEC, its related companies, societies, contractors, and their respective directors, officers, employees and agents from and against any and all third-party claims, actions, proceedings, damages and expenses, including without limitation lawyer fees on a solicitor-client basis, and costs, arising out of the breach or alleged breach of a term, covenant, warranty or representation in this Agreement.
6. In uploading and/or posting material to the Web Site, you represent and warrant that:
   1. i)all rights to and ownership in the material including, without limitation all trademark, trade secret, patent, copyright, moral, or other proprietary rights (“Intellectual Property”), are owned by you or you have full authority by way of the necessary licenses, written permissions, waivers, and consents to use the material and upload the material onto the Web site for the purposes set out in this Agreement;
   2. the matters set out in the material are true and accurate;
   3. i)the material does not contain any unlawful, hateful, harmful, threatening, abusive, harassing, offensive, libelous, defamatory, slanderous, immoral, pornographic, indecent, or obscene material, or material that is racially, ethnically or otherwise objectionable;
   4. the material will not conflict with or violate any other agreement between you and any other party, or any Intellectual Property, personal or proprietary rights, including without limitation any confidentiality, privacy or publicity rights; and
   5. v)you assume any and all liability for the content of the material and agree to defend, indemnify and hold harmless VIATEC, its related companies, contractors, and their respective directors, officers, employees and agents from and against any and all third-party claims, actions, proceedings, damages and expenses, including without limitation lawyer fess on a solicitor-client basis, and costs, arising out of the breach or alleged breach of a covenant, warranty or representation in this Agreement.
7. In uploading or posting material to the Web Site, VIATEC may pre-screen Account Content, and VIATEC and its designee retain the right (without obligation) in their sole discretion to refuse or remove any Account Content.
8. In downloading material from the Web Site, you represent and warrant that:
   1. the material will only be used in a manner which constitutes fair dealing for the purpose of research, private study criticism, review, or news reporting. If the material will be used the source and, if given in the source, the name of the author (in the case of a copyrightable work), the performer (in the case of a performer’s performance), the maker (in the case of a sound recording), or the broadcaster (in the case of a communication signal) will be mentioned;
   2. the material will only be used in a manner which is non-commercial;
   3. i)the material will only be used in a manner which maintains without modification all of the copyright, trademark, and other proprietary notices and disclaimers;
   4. iv)the material will only be used in a manner which truly and accurately reflects the intention of the material if viewed in its entirety; and
   5. iv)you assume any and all liability for the use of the material and agree to defend, indemnify and hold harmless VIATEC, its related companies, societies, contractors, and their respective directors, officers, employees and agents from and against any and all third-party claims, actions, proceedings, damages and expenses, including without limitation lawyer fees on a solicitor-client basis, and costs, arising out of the breach or alleged breach of a covenant, warranty or representation in this Agreement.

6. Linking, Framing, Mirroring, Scraping, Data-Mining and Postings

Unless you are a Registered User, links to the Web Site without the express written permission of VIATEC are strictly prohibited. To request permission to link to the Web Site, please contact VIATEC at info@viatec.ca. The framing, mirroring, scraping or data-mining of the Web Site or any of its content in any form and by any method is strictly prohibited.

Unless you are a Registered User, you may not use any collaborative browsing or display technologies in connection with your use of the Web Site or to post comments, communications, or any other data of any kind to or on the Web Site with the intention that such postings may be viewed by other users of the Web Site.

7. Cancellation and Termination

This Agreement may be cancelled or terminated in accordance with the following terms:

1. by you, upon submission of a written request at www.viatec/cancel/ for the cancellation of your registration as a Registered User and your Account. You are solely responsible for properly canceling your registration and Account. Cancellations made by phone or sent by email will not be considered valid; or
2. by VIATEC, for violation of any of the terms of this Agreement or, in its sole discretion, for any reason at any time. Without limiting the generality of the foregoing, verbal, physical, written or other abuse (including threats of abuse or retribution) of any VIATEC customer, employee, member, director, or officer will result in immediate Account termination. VIATEC also retains the right to suspend your Account and refuse any and all current or future use of the Web Site, or any other VIATEC service, for any reason at any time.

Cancellation or termination by either you or VIATEC will result in the deactivation or deletion of your Account or prevention of access to your Account, and the forfeiture and relinquishment of all Account Content contained on the application. All of the Account Content may then be deleted from the Web Site at any time thereafter. This information cannot be recovered once your Account is cancelled and the content deleted. If you breach any provision of this Agreement, you may no longer use the Web Site. Cancellation or termination will also result in the revocation of any registration as a Registered User.

If this Agreement or your permission to use the Web Site is terminated by you or VIATEC for any reason, then: (a) this Agreement will nevertheless continue to apply and be binding upon you in respect of your prior use of the Web Site; and (b) VIATEC may continue to use and disclose your personal information in accordance with the VIATEC Privacy Policy.

8. Modifications to Web Site

VIATEC reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Web Site or any part thereof with or without notice. VIATEC will not be liable to you or to any third party for any modification, suspension or discontinuance of the Web Site. In addition, VIATEC may update the Web Site to add, modify, and/or remove features from the Web Site. These updates may be made automatically with little or no notice.

9. Intellectual Property Ownership and License

Any Intellectual Property or proprietary rights in your Account profile, Account Content and any other materials uploaded remain yours (or the rightful owner if the material is not owned by you). However, you hereby grant VIATEC an irrevocable worldwide license in any Intellectual Property rights, including without limitation copyright, over the Account Content you provide. By using the Web Site, you agree to allow others to view and share the Account Content. You will be solely responsible for securing and paying for all rights and licenses necessary to use the Account Content, including without limitation, any musical composition.

10. Intellectual Property Ownership by VIATEC

The content and “look and feel” of the Web Site is owned by VIATEC, copyright © 2010 VIATEC, all rights reserved. The Web Site and all of its content, including all the wallpaper, characters, artwork, icons, graphics, music, text, and all HTML, CGI, and other code and scripts in any format used to implement this Web Site is the property of VIATEC (and possibly third parties), and is protected by Canadian and international copyright, trade-mark, and other laws.

Your use of the Web Site or any application does not transfer to you any ownership or other rights in the Web Site or its content. “VIATEC” and the VIATEC logo are trade-marks, trade-names and service-marks owned by VIATEC. Other product and company names and logos appearing on the Web Site may be registered or unregistered trade-names, trade-marks and service-marks of their respective owners. Any use of the trade-names, trade-marks, service-marks and logos displayed on the Web Site (collectively "Marks"), except as expressly provided in this Agreement, is strictly prohibited. Nothing appearing on the Web Site or elsewhere will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Marks.

11. No Professional Advice or Special Relationship

The information contained on the Web Site is for convenience and informational purposes only and does not constitute legal, accounting, or other professional advice of any kind. The Web Site may not be used to request advice or to transmit any confidential information. You should seek appropriate, qualified professional advice before using the Web Site, acting or omitting to act based upon any information provided on or though the Web Site. No legal, advisory, or fiduciary relationship is created by this Agreement or your use of the Web Site or your communication with VIATEC by any means.

12. No Guarantee or Endorsement

VIATEC is providing information and services on the Internet as a benefit and service. VIATEC does not guarantee or warrant the accuracy, suitability, reliability, completeness, or usefulness of the information or content on the Web Site or the information, products, or services at other sites to which links are provided. Therefore, any use of or reliance upon information, products or services from this site or a linked site is at the Registered User’s or Visitor’s sole risk.

VIATEC does not endorse, approve, certify, or take responsibility for information or products provided on the Web Site or on other linked sites. Any reference to a person, product, service, publication or web site does not imply endorsement of that person, product, service, publication or web site.

13. Disclaimer and Liability Exclusion

VIATEC DOES NOT ACCEPT ANY LIABILITY FOR YOUR USE OF THE WEB SITE, ITS CONTENT, CODE, ACCESS, OTHER FEATURES, OR ACCESSIBLE MATERIAL. YOUR USE OF THE WEB SITE IS AT YOUR OWN RISK. THE WEB SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, DURABILITY, AVAILABILITY, TIMELINESS, ACCURACY, RELIABILITY, MERCHANTABILITY OR COMPLETENESS, ALL OF WHICH ARE HEREBY DISCLAIMED BY VIATEC TO THE FULLEST EXTENT PERMITTED BY LAW.

Without limiting the above disclaimer and limitation of liability, VIATEC specifically does not warrant that:

1. the quality, performance or functionality of the Web Site will meet your expectations or specific requirements;
2. the Web Site will operate in a uninterrupted, timely, secure, or error-free fashion;
3. the results you obtain from the use of the Web Site will be accurate or reliable;
4. any defects or errors in the Web Site will be corrected; or
5. the Web Site is free of viruses or other harmful components.

You expressly acknowledge and agree that VIATEC will not be liable to you or any other person or legal entity for the use of the Web Site or for any loss or any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, even if VIATEC has been advised of the possibility of such damages, resulting from: (i) the use or the inability to use the Web Site; (ii) the cost of substitute goods and services resulting from any goods, products, data, information or services obtained or messages received or transactions entered into through or from the Web Site; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Web Site; or (v) any other loss or damage connected with or relating to the use of the Web Site by you or any other person.

14. General Terms

Use of the Web Site is subject to the following terms:

1. VIATEC may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Web Site. Such parties are independent and VIATEC does not make any representations or warranties or take any responsibility or accept any liability whatsoever regarding the acts or omissions of such parties;
2. VIATEC may, but has no obligation to, remove Account Content that it determines in its sole discretion is unlawful, immoral, hateful, harmful, threatening, abusive, offensive, libelous, defamatory, slanderous, pornographic, indecent, obscene, or otherwise inappropriate for a broad general audience, or violates any third party’s intellectual property or other rights or the terms of this Agreement;
3. the technical processing and transmission of the application, including your Account Content, may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices; and
4. VIATEC welcomes suggestions or other communications from users of the Web Site and wishes to improve the service it provides. However, to avoid any disputes, in sending any communications other than Account Content, you transfer and assign all ownership and Intellectual Property rights to VIATEC. Specifically, without limitation, all suggestions, ideas, concepts, messages, e-mails, samples, and all other content or submissions will become the property of VIATEC for its use, notwithstanding any statement regarding confidentiality or non-disclosure.

15. Miscellaneous

The following terms apply to this Agreement:

1. No Waiver - no consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties;
2. Entire Agreement – this Agreement, as may be amended or changed from time to time, constitutes the entire agreement between you and VIATEC and governs your use of the Web Site, superseding any prior agreements between you and VIATEC whether oral, written or otherwise;
3. Severability - if any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed to be severed from the rest of this Agreement and will not affect the validity and enforceability of any remaining provisions.
4. Governing Law - this Agreement, your use of the Web Site, and all related matters are governed solely and exclusively by the laws of the Province of British Columbia, Canada and applicable federal laws of Canada, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws. Any dispute between VIATEC and you or any other person arising from, connected with or relating to the Web Site, this Agreement or any related matters must be resolved before the Courts of the Province of British Columbia sitting in the City of Victoria and you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of those Courts in respect of any such dispute or matter. Any claim or cause of action you may have arising from, connected with, or relating to your use of the Web Site, this Agreement, or any related matters must be commenced in a court of competent jurisdiction in the Province of British Columbia within six onths after the claim or cause of action arises, after which time the claim or cause of action is forever barred;
5. Other Jurisdictions - use of the Web Site is unauthorized in jurisdictions that do not give effect to this Agreement or where access to or use of the Web Site or any part of it may be illegal or prohibited. Those who choose to access the Web Site from such locations do so on their own initiative, at their own risk and are responsible for compliance with local laws, if and to the extent local laws are applicable;
6. Enurement - the provisions of this Agreement will enure to the benefit of VIATEC and its successors and assigns and related persons;
7. Assignment - you may not assign this Agreement or your rights and obligations under this Agreement without the express prior written consent of VIATEC which may be withheld in VIATEC’s sole discretion. VIATEC may assign this Agreement and its rights and obligations under this Agreement without your consent;
8. Survival – the terms of this Agreement providing rights and obligations which, by their nature, should continue, will stay in effect after this Agreement terminates;
9. English Language - you agree that this Agreement, and all correspondence and documentation relating to this Agreement, shall be written in the English language. Vous acceptez que ce contrat, de meme que toute la correspondence et la documentation relative a ce contrat, soient redigees en langue anglaise; and
10. No Partnership - you agree that nothing contained herein and no course of action resulting from the use of this Web Site in any way shall be construed as creating any relationship of partnership, employment, joint venture, agency or other relationship between VIATEC and yourself and/or any third party.