Last updated: November 12, 2019.
By accessing or using the Site, Services or Content, or by creating an Account (as defined below), you agree to be legally bound by these Terms. If, at any time, you do not agree to these Terms, you must not access or use the Site, Services or Content.
TABLE OF CONTENTS
1. CONSTRUCTION COURSES
2. LIMITED LICENSE
4. E-COMMERCE TRANSACTIONS
5. CANCELLATION AND REFUNDS
6. CONTENT OWNERSHIP, USE AND INTELLECTUAL PROPERTY RIGHTS
7. COPYRIGHT POLICY
8. STUDENT CONDUCT
9. LINKED SITES AND THIRD PARTY SERVICES
10. WARRANTIES AND LIMITATION OF LIABILITY
12. VIOLATIONS OF TERMS AND TERMINATION
13. DISPUTE RESOLUTION
Changes and Revisions
Trillium reserves the right, acting in its sole discretion and with or without prior notice to you, to do any of the following:
(a) modify, suspend or terminate operation of, or access to, any portion, features or functions of the Site, Services or Content including, but not limited to, hours of availability, geographical availability and applicable policies or terms;
(b) remove links or references to any Linked Site (as defined below) from the Site, Services or Content;
(c) make changes to the equipment, hardware or software required to use and access the Site, Services or Content;
(d) interrupt the Site, Services or Content, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction or other modifications; and
We will give you notice of any revisions to these Terms by posting the revisions to the Site. It is your responsibility to ensure that you are aware of the current Terms when you access or use the Site, Services or Content. If you continue to access or use any of the Site, Services or Content after any revisions to these Terms are posted you will be deemed to have accepted those revisions.
1. CONSTRUCTION COURSES
As part of the Services, the Academy offers Students certain educational Content, including written materials that are curated, specially designed, and produced and which are referred to as “Construction” courses (collectively, the “Courses”). A certificate of completion (“Certificate”) shall be awarded to you upon your successful completion of all of the stipulated requirements of a Course including without limitation being in compliance with all Academy policies, including these Terms. Instructor led Courses (“Instructor Courses”) must be completed within sixty (60) days from the last scheduled day of the Instructor Courses and all other Courses (“Student-Led Courses”) must be completed within thirty (30) days from the last scheduled day of the Student-Led Courses (each period referred to as a “Grace Period”). No Certificate shall be awarded to you if you do not fulfill the stipulated requirements of a Course within your Grace Period.
Trillium and its Academy Instructors reserve the right to supplement, delete, modify or rearrange the Courses content to adopt best practices or align with changes in business practices or the law or for any reason whatsoever, as well as the point value or weight of assignments, tests, quizzes, exams, projects and other such evaluations of progress.
Trillium may also partner with entities who will sponsor or pay for access and use of the Academy for its representatives.
2. LIMITED LICENSE
Subject to your strict compliance with these Terms and any supplemental conditions or restrictions connected with our Services and Content, Trillium grants you a worldwide, personal, revocable, non-exclusive, non-transferable limited right and license, without the right to sublicense, to access and use the (i) Site, (ii) Services, and (iii) Content which you have downloaded, installed, purchased or subscribed for, as applicable, only for your non-commercial educational purposes including the right to reproduce or make derivative works of the Content, unless otherwise approved by Trillium in writing (the “License”). All other uses are expressly prohibited. Except for the License, you shall not acquire any title, rights or interests in or to the Site, Services or Content including any intellectual property rights therein, with the sole exception of any User Generated Content (as defined below). The term of your License commences on the date of your acceptance of these Terms and shall end on the earlier date of your or Trillium’s suspension or termination of your Account. Your License shall terminate immediately, automatically and without notice if you attempt to circumvent any technical protection measures used in connection with the Site, Services or Content or you otherwise breach these Terms.
Instructors may not grant licenses to any Content and any such purported right or license shall be null and void. In some instances, Content provided in connection with the Services may require you to agree to a third party licensor’s terms and conditions.
Types of Accounts
In order to access and use certain features of the Site, Services or Content you will be required to register an account (“Account”) through the Site. We may maintain different types of Accounts for different types of users. If you open an Account on behalf of a company, organization or other entity (“Corporate Account”), then (i) “you” means, collectively, you and the entity, (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf and (iii) your access to the Site, Services or Content shall also be subject to the terms agreed to between Trillium and the entity, if any, in addition to these Terms.
You may also add additional users under your Corporate Account (“Corporate Users”). Access to a Corporate Account shall be made available only to these Corporate Users who are authorized by the creator or controller of the Corporate Account (the “Administrator”). The Administrator will be responsible for adding Corporate Users to the Account, for managing permissions for authorized Corporate Users and for otherwise managing the Corporate Account in according with these Terms. As a Corporate User, you acknowledge that the Administrator, at its sole and absolute discretion, may limit, suspend or terminate your use of the Site, Services or Content.
Your access to your Account shall expire and any Content or data associated with your Account, including without limitation any Login Information, User Generated Content (as such terms are defined below) and your Certificate, if any, shall automatically be deleted thirty (30) days after the expiry of your Grace Period.
Login Information and Security
When you register an Account, you will be required to provide us with certain personal information, which may include your name, address, email address, phone number, and selected user name and password (the “Account Login Information”). When you are added as a Corporate User, you will be required to provide us with your selected user name and password (the “Corporate User Login Information” and together with the Account Login Information, are collectively referred to herein as the “Login Information”).
You are responsible for protecting the confidentiality of your Login Information and for restricting access to your computer or device. You are not permitted to share your Account(s) or Login Information or to allow any other person, including an instructor, to access to your Account(s). You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Login Information or your Account(s), including the Corporate Users under your Corporate Account, or any other security breach involving your Account(s) or the Site, Services or Content at firstname.lastname@example.org. We are not responsible for any unauthorized access of your Account(s) or Login Information even if you have advised us of such. You are responsible for all activities that occur under your Account(s), including but not limited to purchases, whether or not such activities have been authorized by you. Trillium strives to ensure the security of your data, User Generated Content (as defined below) and Accounts, however, we cannot guarantee that unauthorized third parties will not circumvent our security measures.
Unauthorized Access to Secured Areas
Access to and use of password protected and/or secured areas of the Site, Services or Content is restricted to authorized persons only. Unauthorized individuals attempting to access the Site and/or these areas of the Site, Services or Content may be subject to criminal or civil prosecution or both.
You acknowledge that we may, but are not obligated to, offer certain accounts on a promotional basis (a “Promotional Account”). You further acknowledge and agree that we may limit the number and usage of such Promotional Accounts in our sole and absolute discretion. If you have acquired a Promotional Account, you agree that we may solicit your feedback concerning your use of the Site, Services or Content and your experience.
Mobile Services and Electronic Communications
The Site and the Services operate on certain operating systems and are available through certain third party application (“App”) stores on mobile devices. You acknowledge and agree that Trillium is not responsible for ensuring that your mobile device’s software is compatible with the Site or that you can use or access the Site, Services or Content through your mobile device. If you are accessing our Services through Apps, you should check with your carrier to understand what data and messaging rates will apply as all such costs shall be borne by you. In addition, the terms and conditions of the App store from which you are downloading any App will also apply.
You consent to receive electronic communications from Trillium either in the form of email, push notification or in-App notification to your mobile device or other forms of electronic messages sent to you at the addresses listed on your Account or by communications posted on or notifications through the Site (collectively, “Electronic Communications”). You acknowledge and agree that any Electronic Communication shall satisfy any legal requirement that such communication or notification be in writing.
4. E-COMMERCE TRANSACTIONS
You agree to pay the applicable fees for the Services and Content that you purchase as they become due, whether on a one-time, installment or subscription basis, and you acknowledge and agree that only an adult (a person who has attained the age of majority in their local jurisdiction) can enter into and complete a transaction involving the payment of money. All payments must be remitted through an account of a payment provider or processor approved by Trillium and you agree to abide by the terms and conditions applicable to that payment method. When you provide any payment account information to Stripe Payments Canada, Ltd. (“Stripe”), the approved payment processor of Trillium, you represent to Trillium that you are the authorized user of that payment account. Stripe will automatically charge your chosen method of payment on a one-time or recurring basis, as applicable, for applicable fees in relation to your Account(s), plus any applicable taxes we are required to collect, where you, through the Site, authorize us to do so. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR PAYMENT ACCOUNT(S). SUBJECT ONLY TO SECTION 5 BELOW, YOU UNDERSTAND AND AGREE THAT ONCE YOU AUTHORIZE STRIPE TO CHARGE YOUR PAYMENT ACCOUNT(S) OR THE ASSOCIATED CREDIT CARD FOR A CERTAIN AMOUNT, SUCH AMOUNT IS FINAL AND NON-REFUNDABLE, IN WHOLE OR IN PART, AND UNDER ANY CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, UPON TERMINATION OR SUSPENSION OF YOUR ACCOUNT(S) FOR ANY REASON OR ANY TERMINATION, INTERRUPTION OR DISCONTINUATION OF THE SITE OR SOME OR ALL OF THE SERVICES OR CONTENT.
If you choose a recurring subscription to the Services or Content, you acknowledge that payments will be processed automatically until you cancel the subscription or the applicable Account(s). In all cases, your order will represent your offer to Trillium to acquire a License (as defined below) to the Content or Services ordered, which offer will be deemed to have been accepted by Trillium on the earlier of (i) the appearance and availability for use of that Services or Content through your Account(s) or (ii) when your payment account is charged. The period for any auto-renewal or recurring arrangement will be the same as the period you originally ordered unless otherwise disclosed to you at the time of purchase. The charges made in connection with any auto-renewal or recurring arrangements will also be at the same rates as were in effect at the time of your original order unless Trillium gives you prior notice of any change to such charges before such charges are made for any subsequent renewal period. Cancellation requests must be submitted by email to Trillium at email@example.com.
5. CANCELLATION AND REFUNDS
Without limiting the generality of the foregoing, certain Courses, Services or Content may be cancelled by Trillium if such Courses, Services or Content fail to attract a viable number of participants, if the instructor is sick, injured or otherwise unavailable, in the event of a Force Majeure Event (as defined below) or as a result of events beyond the reasonable control of Trillium. In such circumstances, Trillium shall issue a full refund of any fees paid in connection with such Courses, Services or Content, however, Trillium shall not be responsible for any travel costs, time off work or any other costs or losses you may suffer or incur in connection with such cancellation, even if such costs or losses were foreseeable or Trillium had been apprised of the possibility of such costs or losses.
6. CONTENT OWNERSHIP, USE AND INTELLECTUAL PROPERTY RIGHTS
User Generated Content
Similar to other internet content platforms, you grant Trillium a worldwide, perpetual, unrestricted, unlimited, non-exclusive, irrevocable license to fully exploit all Content that you generate in connection with your use of the Site, Services or Content (“User Generated Content” or “UGC”), without notice, compensation, or attribution to you of any kind. This includes making your UGC available to other companies, organizations, or individuals who partner with Trillium for the syndication, broadcast, distribution, or publication of content on other media platforms and for Trillium’s use. You hereby waive all moral rights in your UGC in favour of Trillium and its successors and assigns. The license granted to Trillium and the above waiver of moral rights will survive any termination of these Terms.
Suggestions and Feedback
All creative ideas, notes, drawings, suggestions or other information that you may provide to Trillium, whether solicited or unsolicited, as a Student or otherwise (“Feedback”), is the property of Trillium or our content partners and third party licensors, including all intellectual property rights therein, without providing any compensation to you or any other person and without any liability whatsoever. You hereby irrevocably assign all intellectual property rights throughout the world and in perpetuity in and to the Feedback to Trillium and irrevocably waive all moral rights you may have therein.
You may submit Feedback by emailing us at: firstname.lastname@example.org.
Trademarks, Logos and Trillium Brandings
The trade-marks, logos, signs, symbols, images and brands (“Marks”) displayed on the Site are the property of Trillium or our third party licensors. You are prohibited from using any Marks for any purpose including, but not limited to, use as metatags on other pages or sites on the Internet without the written permission of Trillium or such third party which may own the Marks, which permission may be withheld in the sole discretion of the owner of the relevant Marks. All Content available on or through the Site or Services is protected by intellectual property laws. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content for non-educational or commercial purposes.
Violation of Third Party Rights
You agree and represent and warrant that all Content of any kind that you upload to or transmit through the Site or Services will not violate or infringe upon the rights of any third party including, but not limited to, any trade secret, copyright, trade-mark, trade dress, patent, privacy, publicity, confidentiality or other personal or proprietary rights of any third parties. Trillium may terminate your Account if you utilize the Site, Services or Content to unlawfully publish, transmit, link or otherwise provide access to copyrighted material without a valid license, the express consent of the copyright owner or a fair dealing or fair use exemption (or equivalent under applicable law) and you shall have the burden of establishing the same to the satisfaction of Trillium, acting in its sole discretion.
7. COPYRIGHT POLICY
Trillium respects the intellectual property rights of others and expects Students of the Academy to do the same. We will respond to notices of alleged copyright infringement that are properly provided to us and comply with applicable law. If you believe that anything on our Site or Services, including a Course published by one of our instructors, infringes any copyright that you own or control, please provide us with the following information:
(a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
(b) identification of the copyrighted work claimed to have been infringed;
(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(d) your contact information, including your address, telephone number, and an email address;
(e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing and to terminate your Account without prior notice and at our sole discretion. If you knowingly misrepresent that any Content on our Site or Services is infringing, you may be liable to Trillium for certain costs and damages. Please submit all notices of alleged copyright infringement appearing on the Site or through the Services to email@example.com.
8. STUDENT CONDUCT
Trillium adheres to applicable international, federal, provincial, state and local laws and regulations and certain values and moral standards (the “Community Guidelines”), which require that you not use the Site, Services or Content, or assist or encourage any other party, to engage in, amongst other things, any of the following prohibited activities in relation to the Site, Services and Content:
(a) copying, framing or mirroring any part of the Site, Services or Content;
(b) permitting any third party to access the Site or Services, except for Administrators providing access to any Corporate Users;
(c) using, copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of the software underlying the Site or Services or any part thereof, unless expressly permitted or required by law, and in any case, without providing prior written notice to Trillium;
(d) publishing, transmitting, distributing or storing content, material, information or data that: (i) is illegal, obscene, defamatory, threatening, harassing, abusive, or hateful or that advocates violence; (ii) is harmful to or interferes with the Site or Services or any third party’s networks, equipment, applications, services or websites (e.g., viruses, worms, Trojan horses, etc.); (iii) infringes, dilutes, misappropriates or otherwise violates any privacy, intellectual property, publicity or other personal rights including, without limitation, copyrights, patents, trademarks, trade secrets or other proprietary information (including unauthorized use of domain names); (iv) is fraudulent or contains false, deceptive or misleading statements, claims or representations (such as “phishing”); (v) contains personal information such as messages or text which state phone numbers, government issued identification numbers, account numbers, addresses, or employer references; (vi) contains unauthorized messages purporting to be issued by employees or agents of Trillium and purporting to speak on behalf of Trillium or contains confidential information or expresses opinions concerning Trillium; or (vii) contains UGC shared by Students impersonating others;
(e) attempting to disrupt, degrade, impair or violate the integrity or security of the Site or Services or the computers, services, Accounts or networks of any other party (including, without limitation, “hacking,” “denial of service” attacks, etc.), including any activity that typically precedes attempts to breach security such as scanning, probing or other testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of Trillium internet protocol space;
(f) avoiding payment of charges or fees payable by you with respect to your Account;
(g) distributing, or disclosing any part of the Site, Services or Content in any medium, including without limitation by any automated “scraping”, other than through any technology or means provided or authorized by the Site or Services;
(h) using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Site in a manner that sends more request messages to Trillium than a human can reasonably produce in the same period of time by using a conventional web browser;
(i) taking any action that imposes, or may impose an unreasonable or disproportionately large load on our infrastructure, as determined by Trillium in its sole and absolute discretion;
(j) collecting or harvesting any information relating to an identified or identifiable individual, including account names and information about users of the Site, Services, or Content, from the Site or Services;
(k) using the Site, Services or Content for any commercial solicitation purposes;
(l) accessing any Content on the Site or Services through any technology or means other than those provided or authorized by the Site or Services;
(m) submitting to the Site or Services or to Trillium any personally identifiable information, except as necessary for the establishment and operation of your Account;
(n) submitting to the Site or Services or to Trillium any information that may be protected from disclosure by applicable law;
(o) bypassing the measures we may use to prevent or restrict access to the Site, Services or Content, including, without limitation, features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or Services or the Content therein;
(p) violating any applicable law, statute, ordinance or regulation, or encouraging any conduct that could constitute a criminal offense or give rise to civil liability;
(q) removing, modifying or obscuring any copyright, trademark or other proprietary rights notices contained in or on the Site or Services; or
(r) executing any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Trillium’s servers or any data not intended for you.
Please report any Content you believe violates the Community Guidelines to Trillium at: firstname.lastname@example.org.
Some of the Services we provide include areas or features as part of the Site that offer the opportunity for Students to submit UGC for viewing by one or more Students or Instructors, including without limitation “homework”, tests, quizzes, assignments, a course message board, private chat feature, forum, social community environment or blog (the “Interactive Areas”). YOU ACKNOWLEDGE THAT THE INTERACTIVE AREAS ARE FOR PUBLIC AND NOT PRIVATE COMMUNICATIONS, AND YOU HAVE NO EXPECTATION OF PRIVACY WITH REGARD TO ANY UGC SUBMITTED TO AN INTERACTIVE AREA. We may, but do not always, monitor these Interactive Areas and take no responsibility for the UGC in the Interactive Areas, another Students’ failure to comply with the Community Guidelines, or for any loss or damage as a result of interaction with other Students. As such, we recommend that you be careful and exercise common sense and good judgment when using any Interactive Areas. YOU ARE SOLELY RESPONSIBLE FOR ANY USER GENERATED CONTENT, INCLUDING PERSONAL INFORMATION, YOU POST AND FOR ANY ACTIONS YOU TAKE ON THE SITE AND SERVICES AND THE CONSEQUENCES THEREOF.
9. LINKED SITES AND THIRD PARTY SERVICES
Linked Sites and Content
Trillium prohibits caching unauthorized hypertext links to the Site and the framing of any Content available through the Site. Trillium reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the Content available on any other Internet sites linked to the Site. Access to any Linked Sites (as defined below) is at your own risk. You should be aware that Linked Sites may contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions, and other provisions that differ from those provided on the Site. Trillium is not responsible for the policies, practices, condition and operation of any Linked Sites, and expressly disclaims any and all responsibility and liability to you if you access or use a Linked Site.
Services not Controlled by Trillium
Some of the Content or Services may be accessible, or give you the ability to use such Content or Services, on or through a website, service or device not controlled by Trillium. For example, you may download, install or access the Content or Services through a mobile or web-based online market place or have the option to use the Content or Services online on servers not owned or controlled by Trillium, or Trillium may make the Content or Services available through servers that are not owned or controlled by Trillium. Trillium takes no responsibility for your access to or use of the Content or Services through or on any third party device or service not controlled by Trillium and otherwise has no control over how such services are offered, administered or operated. Any such use of services not controlled by Trillium is at your own risk and may subject you to additional or different terms and conditions imposed by the third party that owns and controls such services.
10. WARRANTIES AND LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE SITE, SERVICES AND ALL CONTENT ON THE SITE OR OBTAINED FROM A WEBSITE TO WHICH THE SITE IS LINKED (A “LINKED SITE”), ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. TRILLIUM DOES NOT WARRANT THAT THE SITE, SERVICES OR CONTENT ARE SUITABLE FOR OR WILL MEET YOUR REQUIREMENTS, ARE FREE OF DEFECTS, THAT THE OPERATION OF THE SITE OR SERVICES WILL BE FREE FROM INTERRUPTION OR ERROR-FREE, AND TRILLIUM DOES NOT WARRANT THAT ERRORS OR DEFECTS IN THE SITE, SERVICES OR CONTENT WILL BE CORRECTED. FURTHER, TRILLIUM DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY OPINION, ADVICE, OR STATEMENT MADE BY, OR FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY AN INSTRUCTOR, STUDENT OR ANY THIRD PARTY THROUGH THE SITE OR ANY LINKED SITE AND TRILLIUM SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH AN INSTRUCTOR, STUDENT OR ANY SUCH THIRD PARTY THROUGH THE SITE, ANY LINKED SITE OR OTHERWISE.
Limitation of Liability for Use of the Site, Services, Content and Linked Sites
YOU AGREE THAT TRILLIUM WILL NOT BE LIABLE FOR ANY BODILY INJURY, PROPERTY DAMAGE OR ANY LOSSES OR DAMAGES OF ANY TYPE TO YOU OR ANY THIRD PARTY INCLUDING DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF DATA, REPUTATION, REVENUE, PROFIT, OR BUSINESS OPPORTUNITIES) ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SITE, SERVICES, CONTENT, LINKED SITES, OR LEARNINGS, EVEN IF TRILLIUM IS MADE AWARE OF THE POSSIBILITY OF SUCH BODILY INJURY, PROPERTY DAMAGE OR LOSSES OR DAMAGES. OUR LIABILITY TO YOU OR ANY THIRD PARTIES FOR ANY LOSSES OR DAMAGES SUFFERED OR INCURRED FROM OR IN CONNECTION WITH YOUR ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE THE SITE, SERVICES, CONTENT, LINKED SITES OR LEARNINGS SHALL BE LIMITED TO CANADIAN FIFTY DOLLARS (CAD$50.00). APPLICABLE LAWS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS TRILLIUM, ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ALL CLAIMS, LIABILITIES, ACTIONS AND CAUSES OF ACTION BROUGHT AGAINST AND ALL COSTS AND EXPENSES (INCLUDING LEGAL EXPENSES ON A FULL INDEMNITY BASIS AND ANY OTHER FEES AND EXPENSES INCURRED FOR INVESTIGATING OR DEFENDING ANY ACTION OR THREATENED ACTION, AS WELL AS SETTLEMENT COSTS) WHICH ANY OF THE INDEMNIFIED PARTIES MAY SUFFER OR INCUR ARISING FROM OR IN CONNECTION WITH: (I) YOUR USER GENERATED CONTENT; (II) YOUR USE OR MISUSE OF THE SITE, SERVICES, CONTENT, LINKED SITES, OR LEARNINGS; (III) YOUR BREACH OR ALLEGED BREACH OF ANY OF THESE TERMS; (IV) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY FEDERAL, PROVINCIAL, STATE, MUNICIPAL OR LOCAL LAW OR ANY REGULATIONS, RULES, ORDINANCES OR BYLAWS; AND (V) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY PRIVACY, PUBLICITY OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
WITHOUT DEROGATING FROM OR EXCUSING YOUR OBLIGATIONS UNDER THIS INDEMNIFICATION SECTION WE RESERVE THE RIGHT (AT YOUR EXPENSE), BUT ARE NOT UNDER ANY OBLIGATION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER WHICH IS SUBJECT TO AN INDEMNIFICATION BY YOU EVEN IF YOU CHOOSE TO DEFEND OR SETTLE IT. YOU AGREE NOT TO SETTLE ANY MATTER THAT IS SUBJECT TO AN INDEMNIFICATION BY YOU WITHOUT FIRST OBTAINING OUR EXPRESS APPROVAL.
12. VIOLATIONS OF TERMS AND TERMINATION
Trillium may monitor, terminate or suspend your Account or our Services at any time.
You agree and acknowledge that Trillium may, in its sole and absolute discretion and without prior notice to you, terminate or suspend your ability to access each of all of the Site, Services or Content or any portions thereof, and cancel your Account for any reason including, without limitation: (i) if you violate or otherwise fail to strictly comply with any term or provision of these Terms; (ii) if we have determined that your use has created or potentially created risk or legal exposure for Trillium; or (iii) in response to requests by law enforcement or any other government agencies. In addition to the foregoing, Trillium reserves the right to pursue all remedies available at law and in equity for violations of these Terms, including but not limited to the right to block access from a particular Internet address to the Site. You acknowledge and agree that monetary damages may not be an adequate remedy for any violation of these Terms by you and, without limiting any of Trillium’s other remedies, you hereby consent to, and authorize Trillium to obtain, an injunction or other equitable relief from any court of competent jurisdiction without the necessity of having to post any bond or other form of security. You further authorize Trillium to disclose your personally identifiable information where reasonably necessary in connection with the foregoing.
These Terms, as amended from time to time, shall remain effective until terminated by you or Trillium. Upon termination of these Terms for any reason, you must cease use of your Account(s), cease accessing the Site, Services and Content, and delete the Trillium App.
13. DISPUTE RESOLUTION
You and Trillium agree that any dispute, claim or controversy arising out of or relating to these Terms, any policy or guarantee referred to herein, or the breach, termination, enforcement, interpretation or the validity thereof, or the use of the Site, Services or Content (collectively, the “Disputes”) will be settled by final and binding arbitration, except that each party retains the right to (i) bring an individual action in the Provincial Court of Alberta (Civil Division) if the action is within the jurisdiction of that court and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, confidential information or other intellectual property, proprietary, publicity or privacy rights. You acknowledge and agree that you and Trillium are each irrevocably waiving the right to a trial by jury and the right to participate as a plaintiff or a class member in any purported class action or similar representative proceeding. Further, unless you and Trillium expressly agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class or representative proceeding. Except where otherwise expressly provided in these Terms, all remedies of Trillium shall be cumulative. This “Dispute Resolution” section shall survive any termination of these Terms.
Any arbitration to be conducted pursuant to this “Dispute Resolution” section shall be conducted before a single arbitrator in accordance with the Arbitration Act (Alberta). The seat of the arbitration shall be in Calgary, Alberta. You and Trillium hereby irrevocably submit to the jurisdiction of the arbitrator in Calgary, Alberta and waive any defense in an arbitration based upon any claim that such party is not subject personally to the jurisdiction of such arbitrator, that such arbitration is brought in an inconvenient forum or that such venue is improper. The arbitral award shall be in writing and shall be final and binding on each of you and Trillium. The award may include an award of costs, including reasonable legal fees and disbursements. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets.
This Site is operated from and Trillium is located in the Province of Alberta, Canada. By electing to access the Site or Services from any jurisdiction outside of Canada, you accept full responsibility for ensuring that your use of the Site or Services is in compliance with all laws applicable within that other jurisdiction. Trillium makes no representation that the Content and Learnings available on or through the Site or Services are appropriate or available for use in jurisdictions outside of Canada. You are not permitted to access the Site or Services from any jurisdiction in which the Content or Learnings are illegal or accessing the Site or the Services is illegal. You may not use, export or re-export any information, including any Content, from the Site or the Services in violation of any applicable laws or regulations.
These Terms and your legal relationship with Trillium shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to its conflicts of laws principles. These Terms shall not be governed by the United Nations Convention on Contracts for the Sale of Goods. The controlling language of these Terms is English.
Waiver and Severability
In the event that any provision of these Terms is, in whole or in part, held to be invalid or unenforceable by any court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of the Terms shall remain in full force and effect.
Unless otherwise expressly provided all dollar amounts referred to on the Site and all amounts payable to Trillium are in CAD.
You may not assign any of your rights or obligations hereunder, whether voluntarily or by operation of law except with the prior express written consent of Trillium, which consent may be withheld in Trillium’s sole discretion, and any attempted assignment in violation of the foregoing is void. Trillium may assign any or all of its rights and obligations hereunder to an affiliate, subsidiary or a successor in title to the Site and/or the business and undertaking of Trillium.
These Terms shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns.
Trillium will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of events beyond the reasonable control of Trillium, including without limiting the foregoing where the delay or failure is due to fires or fire related hazards, explosions, power outages, earthquakes, floods, spills, epidemics, acts of God, war or acts of war, acts of terrorism, riots, strikes, lockouts or other labour or contractor actions, acts of public authorities, or delays or defaults caused by common carriers, or other similar events which cannot reasonably be foreseen or provided against (“Force Majeure Event”).
Any notices or other communications permitted or required hereunder, including but not limited to modifications to these Terms or any policy or guarantee referred to herein, will be in writing and given by Trillium (i) via email (in each case to the email address provided by you for your Account(s)) or (ii) by posting to the Site. Notice delivered by email will be deemed to have been received on the date on which such notice is transmitted.
The provisions of these Terms which require or contemplate performance after the expiration or termination of these Terms shall remain enforceable notwithstanding such expiration or termination.
The relationship between the parties is that of independent contractors and neither party shall have the authority to bind the other in any way.
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