This Agreement is between you (the “Student” or “you”) and Carleton University (“Carleton”). In consideration of your tuition fee payments for the enrollment in a course, program, or degree offered at Carleton; your agreement to comply with this Agreement, all applicable laws, all Carleton university policies (including Carleton’s privacy policy), Carleton senate policies, and Carleton university regulations and mutual covenants, terms, conditions, and obligations agreed to by the parties hereto and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged.
Please read this Agreement carefully. The terms and conditions set out in this Agreement govern your use of any of the online services (including third party online services provided through Carleton), links, and websites accessible via the MyCarleton Portal (the “Services”). By using or accessing the Services, you confirm that you agree to these terms and conditions. If you do not agree, do not use the Services.
Carleton and you agree as follows:
1. Use of Service
a. You represent and warrant to Carleton that you are 18 years of age or, if you are not 18 years old, you must have appropriate parental or guardian consent to enter into this Agreement.
b. You warrant to Carleton that you will not use the Services to harm, threaten, or harass another person, organization, and/or Carleton. You must not damage, disable, overburden, or impair the Services; resell or redistribute the Services or any part of it; use any unauthorized means to modify, re-route, or gain access to the Services or attempt to carry out these activities; or use any automated process or service to access or use the Services. You further warrant that you will not use the Services for any unlawful or prohibited purpose and only use the Services according to the terms and conditions set out in this Agreement, Carleton University policies, Carleton senate policies, and Carleton university regulations, and any other applicable federal, provincial, territorial, national, and international laws.
c. You may be able to access third-party websites or services via the Services; you acknowledge that Carleton is not responsible for and has no control over such websites or services or content that may be available there. The linking to or from the websites does not imply on the part of Carleton any endorsement, approval, or guarantee of any of the organizations or of the information (including the right to display such information) found on their respective websites.
d. You understand and agree that, at times, Carleton or any of its third party providers may require you to update your computer software in order to continue to use the Services or part thereof. If Carleton or a third party provider to Carleton advises you of a software update, you will use reasonable efforts to install such software updates as soon as possible.
e. You will not knowingly download, access, upload, post, transmit, transfer, distribute, or facilitate distribution of any content, unless reasonably required and approved, in writing, by Carleton (including text, images, sound, video, data, information or software) or otherwise use the Services in a way that:
i. incites, encourages, solicits, collects, displays, and/or advocates exploitation, pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, any kind of physical or emotional violence/intimidation, misrepresentation, intellectual property breaches, piracy, defamation of any natural or legal person, any illegal activities pursuant to any applicable laws, and any activity contrary to any Carleton university policies, Carleton senate policies, and Carleton university regulations.
ii. is designed to solicit, collect, and/or display personally identifiable information of anyone under 18 years old.
iii. invades anyone’s privacy in any way without his/her knowledge and express consent and contrary to Carleton’s privacy policy.
iv. harms, disrupts, invades, compromises, and/or damages or intends to harm, disrupt, invade, compromise, and/or damages the Services, any websites, any computers and/or any servers or would allow you or others to illegally access software or bypass security on the Services, any computers, any websites, or any servers, including but not limited to spamming, viruses, and any malware.
v. contains or could reasonably be considered junk mail, spam, chain letters, pyramid schemes, affiliate marketing, or unsolicited commercial advertisement.
2. Term
a. The term of this Agreement shall be for the duration that you are enrolled in a course, program, or degree at Carleton.
3. Copyright and Trademark
a. Copyright in materials and graphical elements on the Services, including site design, text, graphics, interfaces, and the selection and arrangements thereof, are owned by Carleton or a third party from whom Carleton has licensed such intellectual property. The reproduction and redistribution of any written and/or graphical elements on the Services is prohibited except with written permission from Carleton or the third party from whom Carleton has licensed such intellectual property. The Carleton or third party logos are trademarks or service marks of Carleton or a third party from whom Carleton has licensed such intellectual property. You may not use them without Carleton’s or the third party from whom Carleton has licensed such intellectual property written permission. To make a request for permission and/or further information about how to obtain permission please contact Director, University Communications.
b. Some of the information on the Services has been provided by external sources. Carleton is not responsible for the accuracy, reliability or currency of the information provided by external sources. Students wishing to rely upon this information should consult directly with the source of the information.
4. Carleton IDs
a. Carleton may provide you with one or more user ID and password to access the Services.
b. You are responsible to protect your user IDs and passwords (the “Login Credentials”) and keep them confidential and you must not share your Login Credentials with anyone. You are solely responsible to secure and keep confidential your Login Credentials. You are responsible for any and all acts and activities that take place and are done with and through your Login Credentials. If any of your Login Credentials have been compromised and/or you suspect misuse of any kind you must contact Carleton immediately at ITS Service Desk (613) 520 2600 x3700.
5. Amendment
a. You understand and agree that we can amend this Agreement with notice to you by posting a notice at http://carleton.ca/its/about-ccs/policies/carleton-email-terms-of-use. Any amendments so posted shall take effect 30 days after such posting. If you do not agree to the change, we will not be able nor will we be obligated to keep providing the Services, and you must cancel and stop using the Services before the change becomes effective. Otherwise, the new amended Agreement will apply to you. For greater certainty you understand and agree that Carleton may also change, amend, delete, add, at any time and without notice to you, any and all Carleton university policies (including Carleton’s privacy policy), Carleton senate policies, and Carleton university regulations. Those changes, amendments, deletion, or additions shall take effect on the effective date as stated in the relevant document.
6. No Warranty
a. Your use of the services is at your sole risk. Carleton provides the services “as is,” “with all faults,” and “as available.” Carleton does not guarantee the accuracy or timeliness or availability of information available from the services and the services in general. You acknowledge that computer and telecommunications systems are not fault-free and occasional periods of downtime occur. Carleton does not guarantee the services will be uninterrupted, timely, secure, or error-free, or that data loss will not occur. Carleton, its third party providers, resellers, distributors and vendors give no express warranties, guarantees or conditions. Carleton excludes any implied warranties, including for merchantability, satisfactory quality, fitness for a particular purpose, workmanlike effort and on-infringement.
7. Suspension of Services and Changes to Services
a. Carleton may cancel or suspend your access to the Services at any time with or without notice and for any reason such as your breach of any of the terms of this Agreement or if Carleton stops providing the Services. If Carleton cancels or suspends your access to the Services you understand and agree that Carleton will not have any liability and obligations to you, but you understand and agree that you may still have some liability and obligations to Carleton.
b. Carleton may change the Services or discontinue or delete features of the Services at any time for any reason and without any obligation and liability to you.
8. Privacy
a. Carleton has responsibilities prescribed by applicable privacy laws and has a privacy policy to protect all personal information, as defined in Carleton’s privacy policy, which you agree to by entering in to this Agreement. You understand and agree that Carleton or its third party service providers for the Services:
i. may store and process personal information in countries other than Canada;
ii. Carleton or its third party service providers for the Services may disclose your information in order to: (1) comply with the law or respond to lawful requests or legal process; (2) take action or pursue other remedies against anyone, including you, who may have breached this Agreement; or (3) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of any individual from a life threatening emergency. Solely with respect to any disclosure made pursuant to the subsections above, Carleton will use commercially reasonable efforts, to provide you notice, when legally permissible to do so, that a demand for the disclosure of your personal information has been made, prior to the disclosure of any such information. In any instance where Carleton is prohibited by law from providing notice, Carleton will comply with any such lawful request or legal process;
iii. In order to provide the Services, Carleton or its third party service provider for the Services may collect certain information about the Services’ performance, your computers (such as, the browsers, operating systems), and general use of the Services.
9. Limitation of Liability
a. Carleton’s (which shall include its directors, governors, senators, officers, employees, successors, affiliates and agents) liability to you under or in connection with this agreement, if any, shall not exceed $100.00 Canadian. Carleton’s liability to you, if any, shall be limited to direct damages and in no event shall Carleton be liable for lost profits, economic loss, costs of substitute goods or services, lost goodwill, loss from work stoppage, costs of overhead, loss of anticipated benefits hereunder, or any indirect, incidental, consequential, special exemplary or punitive damages of any kind (even if Carleton has been advised of the possibility of such damages), arising out of or in any way connected with this agreement. These limitations apply to all causes of action, including those arising from breach of contract and tort (including negligence).
10. Third Party Limitation of Liability
a.To the maximum extent permitted by law, in no event shall Carleton’s suppliers or service providers for the services and their respective suppliers be liable for any direct, consequential, incidental, indirect, special, punitive, or other damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of this agreement or the use of or inability to use the services, even if advised of the possibility of such damages and even if any remedy fails its essential purpose.
11. Indemnification
a. Student shall defend and indemnify Carleton, its directors, governors, senators, officers, employees, parents, successors, affiliates, service providers, and agents (collectively, the “Carleton Indemnitees”) from any claims, damages, losses or expenses (including, without limitation, legal fees and costs) incurred by any Carleton Indemnitees directly or indirectly as a result of: (a) the infringement of any proprietary rights arising from your use of the Services; (b) libel, slander, defamation or infringement of copyright or other proprietary rights in connection with your use of the Services; (c) Any breach of this Agreement by you which may or does give rise to an actual or potential claim, judgment, damages, losses, or expenses to a third party and/or Carleton.
12. Proprietary Rights
a. You acknowledge and agree that the Services and any necessary software used in connection with the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. You further acknowledge and agree that any content presented to you through the Services is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Carleton or other proper third party rights holders, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on any content of the Services. You also agree that you will not to use, copy, imitate, or incorporate any trademark, service mark, company name, or product name in a way that is likely to cause confusion in the public. You also agree not to remove, obscure, or alter Carleton’s or any third party’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Services.
b. Carleton does not claim ownership or control over any content submitted, posted or displayed by you on or through the Services. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any content you submit, post or display on or through the Services and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying content on or through the Services which are intended to be available to the members of the public, you grant Carleton a worldwide, non-exclusive, royalty-free, irrevocable license to reproduce, adapt, modify, publish and distribute such content for the purpose of displaying, distributing and promoting Carleton and any of its services. Carleton furthermore reserves the right to refuse to accept, post, display or transmit any content in its sole discretion. You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted herein to any content submitted.
13. Termination
a. Without incurring liability, Carleton may at any time, or terminate this Agreement upon reasonable prior written notice, as set out in parentheses after each ground for termination:
i. if Student fails to pay any sum of money due to Carleton for any reason when due (10 days);
ii. if Student materially violates any of the provisions of this Agreement (10 days);
iii. if Student has entered into this Agreement under false pretences or provided Carleton with false, fraudulent, misleading, or incorrect information (no notice required);
iv. where any law prohibits Carleton from furnishing the Services (the lesser of 30 days or as long as compliance with any such Law allows); or
v. if Carleton decides to cease offering the Services (30 days).
b. Student agrees and understands that if Carleton terminates this Agreement Carleton shall have no obligations and liability to Student
c. Where Carleton has given Student a notice pursuant to this section, and Student is able to remedy the situation which gave rise to Carleton‘s right of termination before the expiry of the notice period, to the satisfaction of Carleton, as determined at Carleton‘s sole and absolute discretion, including payment of any outstanding balance, this Agreement shall not be terminated, but shall continue in full force and effect (without prejudice to Carleton‘s right to terminate for Student subsequent or other breaches of this Agreement).
d. Student may terminate this Agreement at any time by giving notice to Carleton at which time Student will no longer be able to use the Services.
14. Survival
a. In the event of termination or expiration of the Agreement for any reason, sections 3, 4, 6, 8, 9, 10, 11, 12, 13, 14, and 15 and the obligations therein shall survive the termination or expiration of this Agreement.
15. General
a. Non-performance by Carleton of obligations will be excused to the extent that performance is rendered impossible by events of force majeure including strike, lock-out, fire, flood, systemic failure of the Internet, fibre/cable cuts, earthquake, governmental acts, orders or restrictions, pandemics, war, civil unrest, or any other reason where failure to perform is beyond the reasonable control of Carleton provided that Carleton makes commercially reasonable efforts to circumvent such events of force majeure.
b. Any notice, request, demand, consent or other communication provided or permitted under this Agreement shall be in writing and shall be deemed to be sufficiently given if it is a notice to all students who are using the Services by posting the notice at http://carleton.ca/mycarletonone/carleton-email-terms-of-use/ or if it is a notice to you alone by sending an email to the email address you have provided to Carleton when you initially signed up for the Services (the “Designated Email Address”). For greater certainty your Carleton email address shall not be the Designated Email Address. Any notice so given shall be deemed to have been received on the date on which it was sent by email. You agree and understand that it is your sole responsibility to ensure that your Designated Email Address is, at all times, functional and accurate. If Carleton can show that a notice was sent to your Designated Email Address, Carleton shall not be liable to you or any third party for damages arising from failure to receive notices from Carleton.
c. Notices to Carleton shall be sent by email to University Secretary.
d. This Agreement is binding upon and shall ensure to the benefit of the parties and their respective successors, administrators, personal representatives and permitted assigns; provided, however, that you shall not assign or transfer your rights or obligations under this Agreement.
e. This Agreement, any website terms and conditions Carleton may implement from time to time, Carleton university policies (including Carleton’s privacy policy), Carleton senate policies, and Carleton university regulations, all of which as amended from time to time, and any other policies and regulations that Carleton or any of its governing bodies may implement and which will be published on the relevant links as set out above, set forth the entire agreement and constitutes the entire understanding between the Parties with respect to the subject matter of this Agreement and supersedes and replaces all previous discussions, negotiations and agreements. If there is a conflict among the documents, the priority and authority of the documents shall be as follow: (1) Carleton senate policies; (2) Carleton university policies; (3) Carleton university regulations; (4) the Agreement; and (5) if implemented, the website terms of use.
f. This Agreement and the rights and obligations of the parties thereunder shall be governed by, and construed in accordance with, the province of Ontario and the federal laws of Canada applicable therein.
g. Carleton and you confirm that Carleton and you wish to have this Agreement written in English only. Les parties aux présentes confirment leur volonté que cette Convention soit rédigée en langue anglaise seulement.
h. No waiver of any term or provision of any breach or default will be valid unless in writing and signed by the party giving such waiver, and no such waiver will be deemed a waiver of any other terms or provision or of any subsequent breach or default of the same or similar nature.
i. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
j. The rights and remedies of Carleton under this Agreement are cumulative and no exercise or enforcement by Carleton of any right or remedy hereunder shall preclude the exercise or enforcement by Carleton of any other right or remedy hereunder or to which it is otherwise entitled by law to enforce.
The parties to this Agreement agree that any and all consents to this Agreement shall be given online by either party and such consent shall constitute and be deemed to be of the same force and effect as if such consent were given on paper through the signatures of both parties.
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