Terms of Use
Last Revised: October 05, 2021
Introduction
The following Terms of Use, together with any additional terms they expressly incorporate by reference (collectively, the “ Terms of Use”) govern your access to and use of: (a) our website including any content, functionality, offered on or through https://innscience.ca/ (the “Website”); (b) our online experiential learning portal https://ipop.innscience.ca (the “Platform”); (c) includes any text, pictures, media, data, text, information and other materials or content (collectively, the “Content”) contained on or provided through (a); and (d) all other Content, products or services provided by us to you, as more particularly described on the Website (collectively, the “Services”).
These Terms of Use form an agreement between Innscience Labs Inc. (“Innscience”, “us”, “we”, “our”) and you. The term “you” or “user” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Services (“use” or “using” in these Terms of Use will mean any of the foregoing).
You must either be (a) an Technology Seeker (as defined below) and a permitted user of a company or other third party that is a Innscience customer (a “Company Customer”), (b) a Technology Provider (as defined below), or (c) a Technology Supporter (as defined below) in order to use the Services. In all cases, you will need to agree to these Terms of Use before using the Services. There are additional terms in this Agreement that will apply to you depending on which type of user you are.
BY CLICKING TO ACCEPT THE TERMS OF USE, YOU:
a. represent and warrant that: i. you have reached the legal age of majority in your jurisdiction, you have the capacity to enter into binding obligations, all information supplied by you to us through the Services is true, accurate, current, and complete;
b. agree to be bound by and comply with these Terms of Use and the relevant terms of the Contract (as defined below and as applicable), as updated from time to time;
c. understand that if you do not agree to these Terms of Use you must not access or use the Services; and if you are using the Services on behalf of another person or corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use.
1. Changes to these Terms
2. User Account
3. Electronic Communications
4. User Data, User Submission, and Privacy
5. Your Responsibilities
6. No Unlawful or Prohibited Use
7. Fees and Payment
8. Communications
9. Communications Not Confidential
10. Feedback
11. Third Party Content, Websites or Services
13. Disclaimer
14. Limitation of Liability
15. Indemnification
16. Term and Termination; Survival
17. General Provisions
18. Additional Terms
19. Research and Development Contracts
Contacting Us
1. Changes to these Terms of Use and the Services
a. Changes to these Terms of Use. Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time by posting a new version to the Website. It is your obligation to monitor the Website or any such changes and to review these Terms of Use regularly. Your continued access to or use of the Services after any changes to these Terms of Use indicates your acceptance of such changes. Changes to the Services. We reserve the right to change the Services at any time, without notice. We may, at our discretion, suspend your access to or use of the Services or any component thereof: (i) for scheduled maintenance; (ii) if you violate any provision of these Terms of Use; (iii) to address any emergency security concerns; or (iv) in accordance with the terms of the Contract (as defined below and as applicable).
2. User Account
a. Creating a Username and Password. To access certain features of the Services, you may be required to successfully sign up for a user account using the available interfaces of the Services and select a username and password login credentials (the “User ID”). b. Keeping Your Account Secure. If you select a User ID, you will keep your User ID secure and will not grant access to or otherwise share your User ID with any other person. c. Providing Accurate Information. You must provide us with true, accurate, current and complete information for your User ID. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Services. d. Disabling Accounts. We reserve the right to disable any User ID issued to you at any time in our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the Services (or any portion thereof). e. Responsible Use of Your Account. Innscience is entitled to act on instructions received through your account. Innscience is not responsible for any actions taken or transactions made to or from your account by any other party using your User ID. You are solely responsible for any and all use of your User ID and all activities that occur under or in connection with the User ID. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Services and your account, including without limitation terminating your account and changing your password. You agree to be responsible for any act or omission of any users that access the Services under your User ID that, if undertaken by you, would be deemed a violation of these Terms of Use.
3. Electronic Communications
a. When you use or view the Services or send e-mails, texts or other electronic messages to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail, within the Platform, or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. b. By creating an account to access the Services, you acknowledge and agree that Innscience will send you service-related e-mails relating to your account, including service updates. These communications can be managed through user features made available through the Services from time to time. Your consent to receive communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. You may withdraw your consent to receive communications electronically by contacting us in the manner described below. If you withdraw your consent (excluding consent to receive marketing communications), from that time forward, you must stop using the Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all communications without interruption.
4. User Data, User Submission, and Privacy
a. You grant to us and our licensees, successors and assigns, an irrevocable, worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to access, collect, store and use any data, information, records or files that you load, transmit to or enter into, or that we collect from, the Services (collectively, “User Data”): (i) provide the Services; (ii) improve and enhance the Services and its other offerings; and (iii) produce data, information or other materials that are not identified as relating to a particular individual or company (“Aggregated Data”). b. We and our licensees, successors and assigns are free to create, use and disclose Aggregated Data during and after the Term for any purpose and without obligations of any kind. c. Please review our current privacy policy, available at https://www.innscience.ca/privacy-policy (“Privacy Policy”), which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms a part of these Terms of Use. d. When you as a user post or publish content that you upload, post, e-mail, transmit or otherwise make publicly available on the Services (“User Submission”), you grant us and our licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right and license to access, use, license, distribute, reproduce, modify, adapt, publicly perform, publicly display, derive revenue or other remuneration from, and otherwise disclose to third parties, the User Submission (in whole or in part) for any purpose and/or to incorporate it in other works in any form, media or technology now known or later developed, throughout the world without compensation to you, for the full term of any worldwide intellectual property right, including moral rights, that may exist in the User Submission. You further waive any moral rights or other rights of authorship as a condition of uploading, posting, e-mailing, transmitting or otherwise making publicly available on the Services, any of the User Submission. e. You acknowledge that, subject to the Privacy Policy, we may choose to provide attribution of the User Submissions at our discretion, and that such User Submissions may be used by Innscience or shared with others using the Services without notice to you. You further grant Innscience the right to pursue at law any person or entity that violates your or Innscience’s rights in the User Submissions by a breach of this Agreement. You acknowledge and agree that User Submissions are non-confidential to you and User Submissions (including any profile information) may be disclosed or made publicly accessible. We have no obligation to display or review your User Data or the User Submission. f. We reserve the right to remove, edit, limit, or block access to the User Data and the User Submission at any time and from time to time, and to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms of Use. g. You understand and agree that you, and not the Innscience Parties (as defined below), are fully responsible for all of the User Submission, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. The Innscience Parties are not responsible or legally liable to any third party for the content or accuracy of any of the User Submission or such content uploaded, posted, e-mailed, transmitted or otherwise made publicly available on the Services by any other user. h. To the extent permitted by applicable law, Innscience will not be liable for any failure to store, or for loss or corruption of your User Data. i. You represent and warrant to us that your User Data and the User Submission will only contain Personal Information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Services. You represent and warrant to us that: (a) you own or control the appropriate rights in and to your User Data and the User Submission, including any intellectual property owned by third parties and including the right to grant the licenses to the User Submission contained in these Terms of Use; and (b) you will not submit, upload, or otherwise make available via the Services, any User Data that: (i) you do not have the rights necessary to use, transmit, publish, or to grant us the license as described herein; (ii) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party; or (iii) breach or violate any applicable laws or these Terms of Use. j. All rights not expressly granted to you in these Terms of Use are reserved by Innscience.
5.Your Responsibilities
You agree: a. use reasonable efforts to prevent unauthorized access to or use of the Services; b. keep your User IDs and all other login information confidential; c. not register for more than one account, register for an account on behalf of an individual other than yourself without such individual’s authorization, or register for an account on behalf of any group or entity; d. monitor and control all activity conducted through your account in connection with the Services; e. upload and disseminate only data to which you own all required rights under law and do so only consistent with applicable law; f. maintain, protect and make backups of your User Data; g. keep your email address and, where applicable, your contact details associated with your account current and accurate; h. promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account; i. not use anyone else’s User ID at any time, without the permission of the User ID holder; j. not attempt, in any manner, to obtain the password, account, or other security information from any other user; k. and comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, and privacy laws.
6. No Unlawful or Prohibited Use
Please review our current Acceptable Use Policy, available at https://www.innscience.ca/use, which is hereby incorporated into and forms a part of these Terms of Use. You will not use the Services in violation of these Terms of Use or of any applicable law. You will not, without our prior written permission, use the Services for any purpose other than to access and use the Services. Without limiting the generality of the foregoing, you will not, will not attempt to, and will not authorize, permit, enable, induce or encourage any third party to, directly or indirectly: a. publish, market, advertise or in any way distribute the Content; or b. reidentify the Content to associate the Content with an individual or specific mobile device by using any method, including merging external data with the Content, or use the Content to attempt to identify the behaviour of a known individual for any reason.
7. Fees and Payment
Unless otherwise agreed upon in writing through a Purchase Form provided by Innscience: a. Payment. You agree to pay all fees or charges to your account in accordance with the applicable fees, charges and billing terms in effect at the time a fee or charge is due and payable. To fulfill payments, you must provide Innscience with valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”). Your Payment Provider agreement governs use of the designated credit card account, and must refer to that agreement and not the terms of this Agreement to determine its rights and responsibilities. By providing Innscience with your credit card number and associated payment information, you agree that we are authorized to immediately invoice your account for all fees and charges due and payable to Innscience hereunder and that no additional consent is required. You agree to immediately notify us of any change in your billing address or credit card used for payment hereunder. We reserve the right at any time to change our prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you. b. Pricing. Please refer to our pricing page https://innscience.ca/pricing for a description the the fees payable in connection with the Services. c. Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. You will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of Innscience. d. Suspension. Any suspension of the Innscience Services by Innscience pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
8. Communications
a. You are solely responsible for your interactions with other users of the Services, including any communications that you exchange through the Services messenger service. Innscience reserves the right, but has no obligation, to review disputes between you and other Services users. This includes the right to review messages exchanged through the Services messenger service, based on any reports that Innscience receives alleging the violation of these Terms of Use, including reports regarding alleged harassment, indecency, and offensive messages. b. Though we strive to enforce the Terms of Use above with all of our users, you may be exposed through the Services to Content that violates our policies or is otherwise offensive. You access the Services at your own risk. We may, but are not obligated to, remove Content from the Services for any reason, including if we determine or suspect that such Content violates these Terms of Use. We are merely acting as a passive conduit for such distribution and we take no responsibility for your exposure to Content on the Services whether it violates our content policies or not. To the fullest extent permitted by applicable law, you hereby release us from all liability for you having acquired or not acquired Content through the Services.
9. Communications Not Confidential
We do not guarantee the confidentiality of any communications made by you through the Services. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Services.
10. Feedback
You agree that any suggestion or idea provided by you (such suggestions or ideas, “Feedback”) will not be treated as confidential, and nothing in these Terms of Use will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you and without any obligation to you. You grant to us and our licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, translate, distribute, publicly perform, publicly display, import, sell, offer for sale, make, have made, derive revenue or other remuneration from, and otherwise exploit and disclose to third parties the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Services or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise. You will not have any claim, including, without limitation, claims based upon invasion of privacy, defamation or right of publicity, arising out of any use, alteration, blurring, distortion or use in composite form of any Feedback. Except as prohibited by law, you hereby waive, and you agree to waive, any moral and author’s rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you.
11. Third Party Content, Websites or Services
a. The Services may provide or publish links or access to third party content, websites, systems, software or services (“Third Party Content”). Likewise, we may allow you to access the Services from third party systems. Innscience does not represent that it has reviewed such Third Party Content and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with such Third Party Content are the property of their respective owners. Innscience does not endorse any Third Party Content, or guarantee or warrant their quality, durability, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third Party Content is not under Innscience’s control, and if you choose to access or use any Third Party Content, you do so entirely at your own risk. You acknowledge that you may be required to accept Terms of Use applicable to Third Party Content and agree to accept and comply with any such Terms of Use. b. Your interactions with companies and/or individuals found on or through the Services, including participating in a course, submitting a project, providing any goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such companies and/or individuals. You agree that to the fullest extent permitted by applicable law Innscience is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
12. Malicious Code and Security
The downloading and viewing of Content is done at your own risk. We do not guarantee or warrant that the Services is compatible with your computer system or mobile device or that the Services, or any links from the Services, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the Services.
13. Disclaimer
THE LAWS OF CERTAIN JURISDICTIONS, WHICH MAY INCLUDE QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED OR AS OTHERWISE REQUIRED BY LAW, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, INTEGRATION, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT, AND/OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND/OR THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE SERVICES. IN THE EVENT THAT THERE IS AN INTERRUPTION OR DISRUPTION IN ANY OF THE SERVICES OFFERED BY INNSCIENCE FOR WHATEVER REASON, EVEN IF INNSCIENCE HAS BEEN MADE AWARE OF AN ISSUE THAT COULD RESULT IN OR IS LIKELY TO RESULT IN AN INTERRUPTION OR DISRUPTION OF SERVICES, INNSCIENCE WILL NOT BE RESPONSIBLE FOR ANY IMPACT ON YOUR COURSES, PROJECTS, OR ANOTHER COMMITMENT YOU HAVE MADE USING THE SERVICES. AS SOON AS INNSCIENCE HAS IDENTIFIED THE CAUSE OF AN INTERRUPTION OR DISRUPTION, INNSCIENCE WILL USE REASONABLE EFFORTS TO RETURN SERVICE AS SOON AS REASONABLY POSSIBLE.
14. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES OR OUR OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, LICENSEES AND SERVICES PROVIDERS AND ANY SUCCESSORS AND ASSIGNS OF THE FOREGOING (COLLECTIVELY WITH INNSCIENCE, THE “INNSCIENCE PARTIES”) BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE SERVICES OR THE INABILITY TO MAKE USE OF THE SERVICES, OR THESE TERMS OF USE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SERVICES EXCEED $1,000 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. Without limiting the foregoing, under no circumstances will any of the Innscience Parties be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond our or their reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, pandemics, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
15. Indemnification
You will defend, indemnify and hold harmless the Innscience Parties from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with: a. Your User Data and the User Submission; b. your use of the Services c. your breach of any provision of these Terms of Use or any documents referenced herein; d. your violation of any law or the rights of a third party (including intellectual property rights); or e. any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the Services. Innscience reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defences. You agree that the provisions in this section will survive any termination of your account, the Terms of Use or your access to the Services.
16. Term and Termination; Survival
a. These Terms of Use will commence on the day you first use the Services and will remain in effect until the earlier of (a) termination by either party in accordance with the provisions of these Terms of Use or (b) the termination or expiration of the Contract (collectively, the “Term”). We may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at our discretion, by email or through the Services. You may terminate these Terms at any time and with immediate effect by contacting us and requesting we do so, or by deleting your account in the account settings. For greater certainty, if you continue to use any portion of the Services that is publicly available after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use. b. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 4. (User Data, User Submission, and Privacy), 9. (Communications Not Confidential), 11. (Third Party Content, Websites or Services) 12. (Malicious Code and Security), 13. (Disclaimer), 14. (Limitation of Liability), 15. (Indemnification), 16.(b) (Survival), and 17. (General Provisions).
17. General Provisions
a. Choice of Law. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law and such laws apply to your access to or use of the Services, notwithstanding your domicile, residency or physical location. You will only use the Services in jurisdictions where the Services may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Vancouver, British Columbia in all disputes arising out of or relating to the use of the Services. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. b. Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Services. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. c. Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions. d. Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect. e. Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any attempted assignment, subcontract, delegation, or transfer in violation of this Section will be null and void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees. f. Dispute Resolution. If you believe that Innscience has not adhered to these Terms of Use, please contact Innscience using the contact information listed below. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation. g. English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
18. Additional Terms
a. Technology seeker. If you sign up for the Services as an Technology seeker (“Technology seeker”) the following additional terms apply: i. You understand that: (i) Innscience does not provide you with any guarantee that your use of the Services will enable you to work with certain Technology providers or Technology supporter; (ii) Innscience is not responsible for User Submissions from other users of the Services, including reviews posted by Technology providers or Technology supporters; (iii) Innscience does not guarantee the timeliness, accuracy or quality of any materials or information provided by any other users of the Services; and (iv) Innscience is not responsible for the acts or omissions of any other user of the Services, including if a user ceases to use the Services prior to completing any activities that the user agreed to complete. ii. You may agree to additional or different terms with an Technology supporter or Technology provider pursuant to a separate agreement with such Technology supporter or Technology provider (e.g., a non-disclosure agreement or engagement agreement with the user) that will govern your relationship with the Technology supporter or Technology provider. b. Technology provider. If you sign up for the Services as a technology provider (“Technology provider”), the following additional terms apply: i. You understand that: (i) Innscience does not provide you with any guarantee that your use of the Services will enable you to work with certain Technology seekers or receive any offers of employment or other benefits from any Technology seeker; (ii) Innscience is not responsible for User Submissions from other users of the Services, including reviews posted by Technology seekers; (iii) Innscience does not guarantee the timeliness, accuracy or quality of any materials or information provided by any other users of the Services (including Technology seekers); and (iv) Innscience is not responsible for the acts or omissions of any other user of the Services, including if a user ceases to use the Services prior to completing any activities that the user agreed to complete. ii. You may agree to additional or different terms with an Technology seeker pursuant to a separate agreement with such Technology seeker (e.g., a non-disclosure agreement or engagement agreement with the Technology seeker) that will govern your relationship with the Technology seeker. c. Technology supporter. If you sign up for the Services as an organization (“Technology supporter”), the following additional terms apply: i. You understand that: (i) Innscience does not provide you with any guarantee that your use of the Services will enable you to work with certain Technology seekers; (ii) Innscience is not responsible for User Submissions from other users of the Services, including reviews posted by Technology seekers; (iii) Innscience does not guarantee the timeliness, accuracy or quality of any materials or information provided by any other users of the Services; and (iv) Innscience is not responsible for the acts or omissions of any other user of the Services, including if a user ceases to use the Services prior to completing any activities that the user agreed to complete. ii. You may agree to additional or different terms with an Technology seeker pursuant to a separate agreement with such Technology seeker (e.g., a non-disclosure agreement or engagement agreement with the Technology seeker) that will govern your relationship with the Technology seeker.
19. Research and Development Contracts
Research and development work carried out by universities or colleges is priced at direct costs plus a contribution to overhead. InnScience is committed to ensure the lowest possible amount to the indirect cost to the project and recommends an overhead cost between 5% to 10%
20. Contact
If you have any questions or comments regarding these Terms of Use, please contact us at team@innscience.ca or call our main line at +1 (289) 272-4719