LINKR ACCEPTABLE USE POLICY
LATEST UPDATE: December 2021
We are proud of the trust our customers place in us, and we trust our Users to use the Services responsibly and professionally. Yet, we have to make sure that the housekeeping rules are known to you and that you understand the impacts if you breach these rules. These rules are important because the data that we hold about our customers may be confidential or important to them. We have to be careful, and we ask you the same!
This is why all Users must read and agree to this AUP prior to accessing and using the Services. This Acceptable Use Policy (the “AUP”) is a contract between Linkr Media Inc. (“Linkr”, “we”, “us”, “our”) and you (the “User” “you”). If you need to contact us for inquiries regarding this AUP you can do so by emailing us at the following address: firstname.lastname@example.org.
The AUP is effective at the earliest of any of these moments: (a) when you click to accept or agree to this AUP or (b) when you access or use our platform and the related services (the “Services”). If you do not agree with this AUP, you should not use our Services.
The Services are intended for a professional audience only. All Users may only use the Services if they do so in an educational, professional or commercial capacity/purposes. The Services are not intended for consumer audiences. By agreeing to this AUP as a User, you represent and warrant that you are doing so in an educational, professional or commercial capacity.
1. Prohibited Uses
You warrant and represent that you are at least thirteen (13) years of age and that you will not use (including facilitating or allowing the use) of the Services:
(a) in any way that violates our policies made available to you (including this AUP);
(b) in any way that violates any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, provincial, territorial, municipal or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction (the “Law”);
(c) in any way that will disrupt other Users’, other Linkr’s customers’ or any third parties’ use or enjoyment of the Services, including if this use results in automated, constant and repeated requests for data other than as intended for the Services to perform in a normal manner and has a negative effect on our systems or network, including abnormal usage that overloads servers or causes portions of our network to be blocked (e.g. denial-of- services and distributed-denial-of-services attacks);
(d) to copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the Services;
(e) in any way for the purpose of conducting the performance evaluations of any individuals;
(f) to create, transmit, distribute or store material that violates Intellectual Property, privacy, publicity or other personal rights of individuals, export control, or that can otherwise be threatening, abusive, hateful or constitutes or encourages conduct that would be considered a fraud, a criminal offence or likely to give rise to civil liability;
(g) in any way that results in the distribution, disclosure or use of any of the Services in any format to or by unauthorized third parties (i.e. other than Users), including through any time-sharing service, service bureau, network or by any other means;
(h) in any way that involves using any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, programs, algorithms, or methodology to access, acquire, copy or monitor the Services or any portion of the Services;
(i) in any way that involves decompiling, disassembling, or otherwise reverse engineering or attempting to reconstruct or discover any source code or ideas or algorithms of any of the Services underlying technology by any means whatsoever; or
(j) that involves penetrating our security, including, without limitation:
(i) by willingly posting or transmitting any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features;
(ii) by interfering with the proper working of the Services;
(iii) by attempting to hack any security requirements or processes in the use of the Services;
(iv) by attempting to access any part of the Services (or any of their related systems, networks, servers or other equipment) which you are not authorized to access;
(v) by attempting to disrupt in any manner the operation of the Services, its servers or network;
(vi) by disobeying any requirements, procedures, policies or regulations of your network connected to the Services;
(vii) by attempting to obtain or using another User’s Credentials (as defined below) or impersonating someone or disguising their identity by manipulating identifiers for any reason, including by disguising the origin or the source of any content transmitted or uploaded on to the Services, or the source of any content; or
(viii) by modifying or altering the Services in any unauthorized manner.
2. Account Credentials
(a) Access to the Services is controlled through individual accounts and passwords. You are responsible for creating secure passwords and for changing these passwords at reasonable intervals.
(b) You must take all reasonable precautions to safeguard any assigned credentials, such as username/password, email address, security token (collectively, “Credentials”) and must not, directly or indirectly, disclose or allow another person to use their Credentials.
(c) Passwords must be promptly changed when there is an indication that it may have been compromised. You should also contact immediately the organization that authorized you to have access to the Services to let them know.
(d) We have no control over and accept no responsibility or liability whatsoever for damages resulting from unsecured passwords or credentials that have not been properly kept confidential, including any unauthorized access or use of the information within your accounts.
To the extent you are (i) an employee, educator, teacher, professor, educational counsellor, speaker, student, learner, customer, authorized contractor and/or partner of one of our business/institutional customers (i.e., an organization subscribed to our Services) or one of their respective employees; (ii) authorized by our business/institutional customer (the organization subscribed to our Services) to be affiliated to it through the Services and to access and use the Services through such customer's customized Linkr community; and (iii) acting, interacting, posting, uploading content and/or otherwise using the Platform through or in connexion with such customer's customized Linkr community (an “Authorized Affiliated User”), then:
(a) Some Users designated by your organization are administrators of the Services (the “Administrator(s)”). Administrators can access and control your account and will be able to monitor certain aspects of your use of the Services.
(b) You hereby consent to the Administrators’ access described in Section (a) hereof.
(c) Notwithstanding the foregoing and for the avoidance of doubt, if you are an Administrator, you are also subject to this AUP.
4. External Services
(a) Our Services may enable access to third-party services, applications and websites, including integration partners accessible through an application interface programming (‘API’) (the “External Services”). You agree to use the External Services at your sole risk. We are not responsible for examining or evaluating the content or accuracy of any External Services, and we are not liable for External Services.
(b) You agree not to use the External Services in a manner that is inconsistent with this AUP or that infringes, misappropriates or violates the Intellectual Property of Linkr or any third party. You agree not to use External Services to harass, abuse, stalk, threaten or defame any person or entity, and that we are not responsible for any such use.
(c) We reserve our right to change, suspend, remove, disable or impose access restrictions or limits on any External Services, at any time, and without notice or liability to you.
5. Intellectual Property
We shall remain the sole and exclusive owner of all right, title, and interest in and to:
(a) the Services (including any underlying technologies);
(b) all documentation and other material made available to you in connection with our provision of the Services;
(c) all data captured and/or generated by the Services about statistics, trends, performance and analytics, such as page views, performance statistics, errors occurrences, and electronic attributes of devices, such as browser name and version, operating system and country, which data is generally used to improve our Services, monitor performance and understand popular features, including any anonymized data about you or your use of the Services, such as aggregated or statistical data;
(d) all registered and unregistered Intellectual Property related to the elements indicated in Sections (a) to (c) hereof. For the avoidance of doubt, “Intellectual Property” means any and all proprietary rights provided under patent Law, copyright Law (registered and unregistered copyrights and unpublished work of authorship), trademark Law, design patent or industrial design Law, semi-conductor chip Law, or any other statutory provision or common law principle applicable to the protection of intangible proprietary information or rights, including trade secret Law, which may provide a right in either ideas, formulae, algorithms, concepts, inventions, or know-how generally, or the expression or use of such ideas, formulae, algorithms, concepts, inventors or know-how, and any and all applications, orders, licences, sub-licences, continuation, reissues, extensions, franchises, terms of services or any other evidence of a right in any of the foregoing.
Notwithstanding anything to the contrary, Linkr shall also be the sole owner of any suggestions, enhancement requests, recommendations or other feedback provided by you to Linkr, so long as they are related to the Services and you hereby assign to Linkr, without limitation of any kind, all of its rights, titles and interests, including all Intellectual Property rights therein, Linkr accepting such assignment.
Furthermore, you acknowledge and agree that: (i) the videos, articles, images and other content made available on third-party websites (“Third- Party Content”) may be protected by copyright and other applicable Law; (ii) some Third-Party Content may not be reproduced, used to prepare derivative works, made available, communicated to the public, distributed, performed or displayed publicly without the written permission of the copyright holder, except to the extent allowed pursuant to exceptions provided by copyright legislation you or your organization (as applicable) may hold; and (iii) Linkr shall have no responsibility or obligation whatsoever to monitor any materials posted, transmitted, or saved to or with the Services. You acknowledge that it is your responsibility to provide appropriate directions and seek any legal advice you may deem necessary to determine what actions you may take in connection with content you use through the Services.
6. Monitoring and Enforcement
(a) Linkr, in its reasonable discretion, will determine whether your conduct is in compliance with this AUP. We have the right but not the obligation to:
(i) Monitor your use of the Services for such purpose in our sole discretion and as we see fit;
(ii) Take any action we deem necessary or appropriate in our sole discretion if we believe your conduct violates this AUP, infringes or violates any Intellectual Property or other rights of any person or entity, threatens the personal safety of other users or the public, or could create liability for Linkr;
(iii) Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services;
(iv) Terminate or suspend your access to all or part of the Services for any violation of this AUP.
(b) If we discover that you are about to breach any term of this AUP, we may suspend your access to all or part of the Services pre-emptively with or without prior notice. If no prior notice was given, we will send you a written notice as soon as practicable and will conduct an inquiry to reasonably determine if the suspension of Services should be maintained.
(c) Without limiting Article 8 hereof, in no event will we have any liability to you for taking any measure pursuant to this Article 6.
7. Security Incidents
(a) You must report to us and, if you are an Authorized Affiliated User, to your organization, without delay, of any suspected security incident, including the unauthorized disclosure, access, or use of confidential information or personal information, by emailing your organization (as applicable) using the contact information it provided to you, and us, at email@example.com.
(b) If we believe that a security incident, including the unauthorized disclosure, access, or use of confidential information or personal information, has taken place, we may have a duty to report the matter to the concerned organization(s) and/or individual(s).
8. Warranties, Disclaimers, Limitations of Liability
(a) We make no representations or warranties of any kind, whether express or implied, to you relating to the Services, which are provided to you on an ‘as is’, ‘as available’ and ‘where is’ basis, with all faults and without warranty of any kind, and we hereby disclaim all warranties and conditions with respect to the Services, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and of non-infringement of third-party rights. No oral or written information or advice given by Linkr or its authorized representatives and resellers shall create a warranty. Should our Services prove defective, you assume the entire cost of all necessary servicing, repairs, or correction, except as otherwise set forth in our agreement with your organization.
(b) To the maximum extent permitted by applicable Law, in no event will we have any liability to you for any loss or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not you have been advised of the possibility of such damages. Our maximum aggregate liability to you for any reason whatsoever is $500.
(c) You agree to defend, indemnify, and hold Linkr and its representatives harmless from and against any claims, demand, liabilities, damages, losses, and expenses, including, without limitation, reasonable attorney’s fees related to of any third-party claim, lawsuit, actions or proceeding arising out of your breach of this AUP.
9. Governing Law; Dispute Resolution
The validity, construction and performance of this AUP and the legal relation between you and us shall be governed by and constructed in accordance with the Law of Québec, Canada, and the federal law applicable therein, without giving effect to any choice or conflict of law provision or rule (whether in Québec or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of Québec, Canada. Specifically excluded from application to the AUP is that law known as the United Nations Convention on the International Sale of Goods.
Any legal suit, action or proceeding, arising out of this AUP or any transactions hereunder shall be instituted exclusively in Montreal, Québec, Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
10. General Provisions
(a) This AUP is subject to changes at our sole discretion. When we change this AUP, we will update the “Latest update” above and we will deploy commercially reasonable efforts to advise you. Changes to this AUP will only affect your and our respective rights and obligations from and after the effective date of such changes. If you do not agree with such changes, you must cease to use the Services.
(b) The waiver of a breach of any provision of this AUP will not operate or be interpreted as a waiver of any other or subsequent breach.
(c) If any provision of this AUP is in violation of any Law, or is illegal for any reason, said provision shall be self-deleting without affecting the validity of the remaining provisions.
(d) This AUP describes the entire understanding of the parties and supersedes all oral and written agreements or understandings between them related to its subject matter.
(e) We may assign this AUP, in whole or in part, at any time with or without notice to you. You may not assign this AUP, or part of it, to any other person without our prior written approval. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Services or any part of the Services.