Website Terms of Use and Disclaimer

IMPORTANT! YOUR ACCESS TO, USE OF, OR REGISTRATION ON WWW.AGORAOPENSCIENCETRUST.ORG OR ANY OTHER AGORA OPEN SCIENCE TRUST WEB PROPERTIES (TOGETHER, THE “WEBSITE”), OR YOUR PROVISION TO AGORA OPEN SCIENCE TRUST OF ANY CONTENT OR PERSONAL INFORMATION, CONSTITUTES YOUR ACCEPTANCE OF, AND IS CONDITIONAL UPON YOUR ACCEPTANCE OF AND COMPLIANCE WITH, THESE TERMS AND CONDITIONS, INCLUDING THE AGORA OPEN SCIENCE TRUST PRIVACY POLICY (THE “PRIVACY POLICY”), ALL AS AMENDED FROM TIME TO TIME. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS AND THE PRIVACY POLICY BEFORE PROCEEDING. IF YOU DO NOT AGREE WITH THEM OR IF YOUR JURISDICTION WILL NOT HONOUR THEM, YOU MAY NOT ACCESS OR USE THIS WEBSITE, NOR MAY YOU PROVIDE PERSONAL INFORMATION OR CONTENT TO THE WEBSITE OR TO AGORA OPEN SCIENCE TRUST.

This Website Legal Terms and Disclaimer (the “Agreement”), which includes the Privacy Policy, is an agreement between you (“You”, “Your”, etc.) and AGORA OPEN SCIENCE TRUST, a federal non-share not-for-profit corporation incorporated pursuant to the laws of Canada (“AGORA OPEN SCIENCE TRUST”).  Users of the Website may be employees or other agents of entities, so references to “You” means both: (1) any entity or individual that is Your employer or for whom You act as agent, and (2) the user individually, unless otherwise stated on the Website or in this Agreement. “We” and “Us” means both You and AGORA OPEN SCIENCE TRUST.  The Agreement governs Your use of the Website and all information on or submitted through it.  The Website is controlled by AGORA OPEN SCIENCE TRUST from its offices in Canada.  If You choose to access the Website from locations outside of Canada, You do so at Your own risk and You are responsible for compliance with any local laws.

You consent to the exchange of information and documents between Us electronically over the Internet or by e-mail. If You have joined AGORA OPEN SCIENCE TRUST’s mailing list (the “Mailing List”) and/or have otherwise provided your email address on the Website, AGORA OPEN SCIENCE TRUST may send You information and documents to the e-mail address You provided. You will send information and documents to AGORA OPEN SCIENCE TRUST by email to info@agoraopensciencetrust.org.

Use of Content

The Website and information and documents that may be distributed to You via the Mailing List or otherwise as a result of Your provision of an email address on this Website contain a variety of materials, including information, content, reports, data, databases, graphics, images, photos, videos, sounds, music, interfaces, web pages, text, files, and software (collectively the “Content”).  You acknowledge that the Content may be protected by Canadian and international intellectual and industrial property rights, including copyrights and other proprietary rights.  To the extent AGORA OPEN SCIENCE TRUST is the owner of any such proprietary rights, the Content is licensed to You under a Creative Commons Attribution 4.0 International License, text available here: https://creativecommons.org/licenses/by/4.0/legalcode.

For clarity, You may provide a link to the Website and you may share the Content on social media platforms where the Website provides an embedded “Share” option.  AGORA OPEN SCIENCE TRUST expressly disclaims all representations and warranties, whether express or implied, that Your use of the Content will not infringe upon any copyright or other proprietary rights of third parties.  You hereby assume the risk of any such third-party infringement. 

Your use of AGORA OPEN SCIENCE TRUST’s name, trade-marks, trade-names, and/or logo is subject to prior written consent, which may be requested at info@agoraopensciencetrust.org.

User-Generated Content

You may wish to provide for upload on the Website or otherwise provide to AGORA OPEN SCIENCE TRUST or its partners certain Content (“User-Generated Content” or “UGC”).  You represent and warrant that the UGC is: (1) wholly Your original work, or (2) that You have all necessary right, title, interest and licenses to make it available to AGORA OPEN SCIENCE TRUST, its partners, and other users for use in accordance this Agreement without violation of any applicable laws, policies, agreements, or third party rights.

You grant AGORA OPEN SCIENCE TRUST, its partners, and each Website user who accesses the UGC in compliance with this Agreement, a perpetual, nonexclusive, worldwide, royalty-free, fully paid up, irrevocable, sublicensable and assignable license to (1) use, copy, distribute, modify, and create derivative works from the UGC, and (2) publicly perform or display, license and distribute the UGC, including modifications or derivative works therefrom.  You acknowledge that, without limitation, AGORA OPEN SCIENCE TRUST and its Partners may post the UGC on agoraopensciencetrust.org or on partner or other websites or social media platforms, including in modified form or in one or more derivative works.  You waive any all moral rights in the UGC in favour of AGORA OPEN SCIENCE TRUST, its partners, such Website users, and their respective sublicensees and assigns.

You agree that AGORA OPEN SCIENCE TRUST may keep the UGC indefinitely and disclose it for any purpose, including but not limited to (1) comply with applicable laws or legal processes, (2) enforce this Agreement, and (3) respond to claims that the UGC violates the rights of third parties.

You agree not to provide UGC or any material whatsoever that (1) is defamatory, obscene, false, misleading, or invasive to another’s privacy or protected data, (2) infringes upon anyone’s intellectual property rights, including any patent, copyright, trademark, trade secret, or right of publicity, (3) depicts anyone without their permission, (4) contains any viruses or other harmful code, file, or program, or (5) violates any applicable license, law or contractual or fiduciary duty or provision.

Personal Information

The use by AGORA OPEN SCIENCE TRUST of Your personal information is governed by AGORA OPEN SCIENCE TRUST’s privacy policy (the “Privacy Policy”), which is an integral part of this Agreement, is incorporated herein, and can be found on www.agoraopensciencetrust.org. You consent to the collection, use and disclosure of Your personal information in accordance with the terms of the Privacy Policy.  DO NOT PROVIDE, OR ALLOW OTHERS TO PROVIDE, PERSONAL INFORMATION ABOUT ANYONE UNLESS YOU, ON YOUR OWN BEHALF AND ON BEHALF OF ANYONE WHOSE INFORMATION YOU PROVIDE: (A) HAVE REVIEWED AND AGREE WITH THE PRIVACY POLICY, AND (B) ARE AUTHORIZED TO, AND DO, CONSENT TO HAVE ALL DATA USED AND TRANSFERRED INTERNATIONALLY.

Limitation of Liability and Disclaimers

While AGORA OPEN SCIENCE TRUST has made reasonable efforts to ensure that information contained on the Website and in the Content is accurate, it does not warrant or guarantee: the accuracy, currency or completeness of the information or Content; that the Website will be available without interruption, error or omission; that defects will be corrected; or that the Website or the server(s) that make it available are free from viruses or other harmful components.  The Website and the Content are provided “as is” and “as available” without representations, warranties or conditions of any kind, either express or implied.  AGORA OPEN SCIENCE TRUST does not guarantee the confidentiality of any communication via e-mail or the Website.

The Content is provided for informational purposes only and should not be interpreted as a recommendation for any specific product, service, use or course of action. The Content on this Website is not intended to be used as a substitute of any kind for advice given by a physician, pharmacist, or other licensed health-care professional.  You are solely responsible for Your retrieval and use of the Content. You should apply Your own judgment in making any use of any Content, including, without limitation, the use of the Content as the basis for any conclusions.  Your use of the Content is at Your own risk.

AGORA OPEN SCIENCE TRUST assumes no obligation to update the Content or functionality on the Website. The Content and functionality may be changed at any time without notice to You.  AGORA OPEN SCIENCE TRUST may also do this for particular activities or programs even if You have started to participate.

AGORA OPEN SCIENCE TRUST is not responsible if you find any Content undesirable or objectionable. AGORA OPEN SCIENCE TRUST disclaims any liability for unauthorized use or reproduction of any portion of the Website. AGORA OPEN SCIENCE TRUST is not responsible for any loss resulting from Your access of the Content in territories or jurisdictions where such access may be illegal.

The Website may contain links to other sites. AGORA OPEN SCIENCE TRUST does not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice, or statements contained at such sites, and when You access such sites, You are doing so at Your own risk. In providing links to the other sites, AGORA OPEN SCIENCE TRUST is in no way acting as a publisher or disseminator of the material contained on those other sites and does not seek to monitor or control such sites. A link to another site should not be construed to mean that AGORA OPEN SCIENCE TRUST is affiliated or associated with that site. AGORA OPEN SCIENCE TRUST does not recommend or endorse any of the content, including without limitation any hyper-links to or content found, on other websites. The mention of another party or its product or service on this Website should not be construed as an endorsement of that party or its product or service.

IN NO EVENT WILL AGORA OPEN SCIENCE TRUST, ITS PARTNERS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY LOSS, COST OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR HARM TO BUSINESS, LOSS OF PROFITS OR SAVINGS, PROGRAMS OR DATA, INTERRUPTION OF ACTIVITIES OR ANY OTHER PECUNIARY OR ECONOMIC LOSS) WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC, CONSEQUENTIAL OR OTHERWISE ARISING OUT OF ANY USE OR MISUSE OF, OR ANY DEFECTS, INACCURACIES, ERRORS OR OMISSION IN, THIS WEBSITE OR ITS CONTENT, HOWSOEVER CAUSED, EVEN IF AGORA OPEN SCIENCE TRUST OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE REASONABLY FORESEEABLE.

Indemnity

You agree at all times to indemnify, defend and hold harmless AGORA OPEN SCIENCE TRUST and its partners against all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by them directly or indirectly in respect of (1) any UGC You provide for or to the Website or which is sent to AGORA OPEN SCIENCE TRUST by You, (2) Your use or misuse of the Content or the Website, or (3) any breach or alleged breach of this Agreement by You.

Termination

AGORA OPEN SCIENCE TRUST may terminate this Agreement for any reason without notice within its sole discretion. Any such termination by AGORA OPEN SCIENCE TRUST shall be in addition to and without prejudice to such rights and remedies as may be available to AGORA OPEN SCIENCE TRUST, including injunction and other equitable remedies.  In the event of such termination, You will have no continuing right to use the Website.  Any terms of this Agreement which contemplate survival beyond termination shall survive, except to the extent not permitted by law.

Governing Law and Attornment

Use of the Website and the interpretation, validity and effect of this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, nothwithstanding any conflict of laws, provisions or Your domicile, residence or physical location.  For the purpose of all legal proceedings, this Agreement shall be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario shall have exclusive jurisdiction to entertain any action arising under or relating to this Agreement. The parties agree to attorn and submit to the exclusive jurisdiction of the Courts of the Province of Ontario.

Notices and Contact

You agree that AGORA OPEN SCIENCE TRUST may give all notices it is required to give You by posting notice on the Website or, if it has Your email address, by sending notice by email at its discretion, including (without limitation), required disclosures, legal notices, notices of subpoenas or other legal processes, and all other communications.  You agree to check for notices on the Website.  Every legal notice that You are required or permitted to give to AGORA OPEN SCIENCE TRUST shall be written and shall be made to info@agoraopensciencetrust.org. You can contact AGORA OPEN SCIENCE TRUST by telephone at by mail at:

Agora Open Science Trust
MaRS South Tower
101 College St, Suite 700
Toronto, ON M5G 1L7

Amendment

AGORA OPEN SCIENCE TRUST reserves the right to change this Agreement at any time. As a result, You are responsible for reading the Agreement each time You visit the Website in order to be informed of possible changes. Each time the Agreement is modified, the date of the Agreement will be updated to reflect that changes were made.  USE OF THE WEBSITE AFTER THE AMENDMENT WILL CONSTITUTE YOUR CONSENT TO THE AMENDMENT.  IF YOU DO NOT WANT TO BE BOUND BY AN AMENDED VERSION, DO NOT USE THE WEBSITE AND CEASE ALL USE OF THE CONTENT.

Severability

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability, and shall 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.

Last modified: January 6, 2020