ASSESS PLATFORM CLIENT
TERMS AND CONDITIONS
Last updated on August 24, 2022.
These terms and conditions (these “Terms”) constitute a legally binding agreement between you and Birota Economics Group Inc. (“Birota Economics Group,” “we”, “ us” or “our”) governing your use of the Assess Platform software (“Assess Platform”) and access to the Services (defined below).
If you are using Assess Platform on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to the Terms for that organization and representing and warranting that you have the authority to bind that organization to the Terms. In such a case, “you”, “your” and “User” will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and Birota Economics Group.
By entering into these Terms, accessing or using Assess Platform, and/or by otherwise accessing the Services, you expressly acknowledge that you understand these Terms and accept all of its terms and conditions. Upon accepting the terms of a Statement of Work (defined below), you further agree to the terms contained herein that relate to the requested Services as described in such Statement of Work. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN, YOU MAY NOT USE OR ACCESS ASSESS PLATFORM.
1. Assess Platform
Assess Platform is a Software as a Service platform that enables individuals or businesses developing innovative technologies for medical applications (“Clients”) to request early health technology assessments and related services (“Services”) to be provided by qualified persons or businesses who provide such Services (“Assessors”). Clients, Assessors and any of their authorized users who have been permitted to use the Assess Platform and who have agreed to these Terms are referred to in these Terms as “ Users” and each as a “User”. Users may include employees or contractors of the Client and representatives of third-party vendors who are authorized to use the Services.
Through the Assess Platform, Clients may submit a project request (“ Project Request”) outlining the nature of the technology or software being developed and the Services they wish to request. Clients may then be asked to complete additional questionnaires to determine if the requested Services submitted in the Project Request (“Requested Services”) can be provided. If we determine that the Requested Services can be provided, the Client will be sent a contract outlining the Services to be performed, the applicable fees and estimated timeline of completion (“Statement of Work”). Upon receipt of the Statement of Work, the Client will have 30 days to accept or reject the Statement of Work and pay the requested up-front fees (“Acceptance Period”). By accepting the Statement of Work and paying the requested up-front fees, the Client agrees to the terms of such Statement of Work.
2. Privacy Policy and Additional Policies
(a) Privacy Policy. We will collect some of your personal or business information to create your User Account (as defined below) and thereafter in your use of Assess Platform. All personal and business information and data collected, used or disclosed while providing Assess Platform is governed by our privacy policy located at /legal/policies/privacy (“Privacy Policy”). By using Assess Platform, you agree to our use, collection and disclosure of personally identifiable or business information and data in accordance with the Privacy Policy.
(b) Additional Policies. In addition, by using Assess Platform, you agree to be bound by any additional policies, guidelines, rules, obligations, agreements or documents communicated through Assess Platform, including, without limitation, as applicable, any policies referred to in these Terms. For example, we may post additional policies, guidelines, rules, obligations or agreements that specifically relate to your use of Assess Platform. You agree to comply with such policies, guidelines, rules, obligations or agreements even if they are not identified in these Terms.
3. User Accounts; Registration Data; Account Security
(a) Registration for a User Account and Account Security. In order to become a Client and use Assess Platform, you or the initial administrator of the Client must register for an account through Assess Platform (“User Account”). The initial administrator may add other administrators and authorize additional Users to register for a User Account. Upon registering for a User Account, you agree to: (a) provide accurate, current and complete information as may be prompted by any registration forms on the Assess Platform (“ Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to the Assess Platform, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information provided to the Assess Platform. The Client shall be responsible for all activity by Users on the Assess Platform, including the activity performed on the Software through the User accounts by an agent, representative, employee (including former employees who maintained access to the Services), or any other person acting on behalf of such User. It is the responsibility of the Client to delete User accounts or otherwise remove access to Users who should no longer be active (e.g. a User who is no longer an employee or contractor of the Client). You shall at all times be responsible and liable for all actions conducted through and related to your User Account.
4. Requested Services
(a) Requested Services. Clients may submit one (1) or more Project Requests and may agree to one (1) or more Statements of Work relating to a Project Request. Whenever the terms of the Statement of Work expressly conflict with these Terms, the agreements shall be interpreted such that the conflicting terms of such Statement of Work shall take precedence over these Terms.
(b) Change Request. If the Client wishes at any time to request a change to the Requested Services agreed upon in a Statement of Work, or if the Client requests Services outside the scope of the Requested Services that are specifically specified in the Statement of Work, the parties will be required to execute a new Statement of Work outlining the additional Requested Services.
(c) Services. Birota Economics Group and its contractors shall in all material respects perform the Services in accordance with the Statement of Work and these Terms, and in a timely, diligent and professional manner. However, the timely and effective completion of the Services requires the successful co-operation of the parties and the timely performance by each of them of their obligations hereunder, including delivery of requested information and material, responses to delivered questionnaires by Client through the Assess Platform and performance by Client of the various activities, in each case either expressly or implicitly described in the Statement of Work or through the Assess Platform, as the case may be.
5. Fees, Refunds and Bookings
(a) Fees to access and use Assess Platform. You can register for a User Account, access Assess Platform and submit a Project Request without the payment of any fees. However, upon acceptance of a Statement of Work, you agree to pay the fees quoted and any applicable taxes in accordance with the terms of such Statement of Work. If you do not accept the fees quoted in a submitted Statement of Work, within Acceptance Period, your Project Request will be cancelled.
(b) Refunds and Cancellations. Upon acceptance of a Statement of Work, we will engage an Assessor that is qualified and capable of performing the Requested Services. You may cancel the Statement of Work at any time prior to the assignment of the engaged Assessor, as communicated via the Assess Platform, and request a full refund for any pre-paid fees. If we are unable to engage a qualified Assessor for the Requested Services within 60 days, the Statement of Work will automatically be cancelled and a full refund for any pre-paid fees will be issued. We may also cancel a Statement of Work if the Client and/or its Users have no activity on the Assess Platform or are otherwise unresponsive for a period of 60 days. Further, in the event of any cancellation after project initiation, we shall be permitted to charge the pro rata fees for the Services performed as determined in its sole discretion. Fees paid for completed Services are non-refundable.
(c) Payment Processing. Users may be required to provide a credit card, other payment and/or banking information when registering for a User Account. If and when you add a credit card, payment method and/or banking information to a User Account, you represent and warrant that you are authorized to use such designated payment method, and you authorize us to provide this information to our third party payment processor. You acknowledge and agree that our third party payment processor’s terms will govern your agreement and interactions with them and that we have no liability arising from your use of or access to their payment processor. You agree to review our third party payment processor’s terms and policies.
6. Ownership, Copyright and Trademarks
(a) User Content. Content (as defined below) provided by Users is called “User Content”. User Content is the property of its respective owners (e.g. the User that inputted it). User Content on Assess Platform may include posted information (including, without limitation, project descriptions), images, feedback, communication between Users or otherwise, and other data uploaded by a User to Assess Platform. Birota Economics Group’s only right to use that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 8 below.
(b) Client Ownership of Work Product. The Services provided to you through the Assess Platform may be comprised of certain deliverables that may be more particularly described in a Statement of Work (the “ Work Product”). Upon delivery of the Services and Work Product, and upon full payment by the Client of all fees and charges to be paid pursuant to the applicable Statement of Work, the Client shall own all Work Product and all right, title and interest, including, without limitation, all copyright, patent rights, trade secret rights, trademarks and any other proprietary right or interest, therein. We shall execute and deliver such instruments and take such other steps as may be requested by you from time to time in order to give effect to effectuate such rights. In turn, you hereby grant to Birota Economics Group a worldwide, perpetual, non-exclusive, royalty-free license to use all such Work Product and other intellectual property so transferred for the purposes of providing the Services hereunder for our internal business and product development purposes. These purposes include internal analyses to review the use cases for the Work Product, its utility, ongoing methods development and improvement, and assessment scope.
(c) Our Ownership of Certain Client Data. The Services and Work Product rendered to you may be informed by User Content and other information provided by you, such as of all data, reports, images, audio or video recordings, documentation, reports, specifications, and technical information, recorded in any form and on any media, that may be proprietary or licensed to you and provided to us to enable us to perform the Services (the “Client Data”). Birota Economics Group, or its licensors, as applicable, shall own all pre-existing data (that is, data that is not Client Data), and all right, title and interest, including without limitation any other proprietary right or interest therein (“Birota Data”). Birota Economics Group may aggregate or modify (including derivative works) Client Data, for the purpose of efficiently sharing Client Data with Assessors working on the platform.
(d) Ownership, Copyright and Trademarks. Other than User Content, the Assess Platform (including the Content thereon) and any other software used to create and operate the Assess Platform is the property of Birota Economics Group or its licensors, and is protected by Canadian and international copyright laws, and all rights to Assess Platform, such content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in Assess Platform are the property of their respective owners.
(e) Responsibility. Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit, without notice, any User Content posted or stored on Assess Platform, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on Assess Platform. You shall be solely responsible for all inputs, selection and use of Assess Platform and all User Content or other data transmitted, received or created during your use of Assess Platform, even if transmitted, received or created by someone else (including, without limitation another User), and you agree to defend, indemnify and hold Birota Economics Group and the Released Parties harmless from any Claims which may result therefrom.
7. License to Use Assess Platform, License Restrictions and Restricted Activities
(a) Content. In these Terms the content on Assess Platform, whether made available to you or provided by you, including, without limitation, all User Content (as defined below), information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”.
(b) License. Birota Economics Group grants to you a revocable, non-exclusive, non-sublicensable license to use and access Assess Platform and to view the Content available to you through Assess Platform (“ License”).
(c) License Restrictions and Restricted Activities. Other than as expressly permitted in these Terms, Assess Platform, the Content and the License (including, without limitation, your use thereof and related thereto) are subject to the following restrictions, terms and conditions:
(i) Assess Platform (including your User Account) is for your use only. You may not resell, lease or provide it in any other way to anyone else, except as permitted through the Assess Platform.
(ii) You may not make or distribute copies of the Assess Platform.
(iii) You may not alter, merge or translate Assess Platform, or decompile, reverse engineer, disassemble, or otherwise reduce Assess Platform to a human-perceivable form.
(iv) You may not modify, reproduce or create derivative works based on Assess Platform or the Content.
(v) You may not use Assess Platform for any application deployment or ultimate production purpose.
(vi) You may not use Assess Platform to develop any application, offering or service having the same or similar primary function as Assess Platform.
(vii) You may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Content.
(viii) You may not otherwise use Assess Platform or the Content other than for its intended purpose.
(ix) Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The License in this Section is revocable by Birota Economics Group at any time.
(x) Your use of Assess Platform and the Content must not infringe or violate the rights of any other party, breach any contract or legal duty to any other parties or violate any applicable law (including, without limitation, any patent, trademark, trade secret, copyright or other intellectual or proprietary rights).
(xi) You may not provide information, upload any User Content, or act in a manner that is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually-oriented, threatening, harassing, hateful or illegal.
(xii) You may not transfer or sell your User Account, password and/or identification to any other party.
8. Your Limited License of Your User Content to Birota Economics Group
(a) Ownership. We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to provide Assess Platform, now and in the future. For example, if you, post a Project Request, we need your license to display that User Content on Assess Platform, and we need the right to sublicense that User Content to our other users of Assess Platform, including Assessors, so that they can view that User Content.
(b) License. Therefore, by posting or distributing User Content to or through Assess Platform, you (a) grant Birota Economics Group and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner in and for the purposes which Assess Platform from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content, or otherwise have the lawful right to post and distribute that User Content, to or through Assess Platform; and (ii) the use and posting or other transmission of such User Content does not violate these Terms.
(c) Sublicense. If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of Assess Platform, as described in this Section.
(d) Rights Granted. These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on Assess Platform. And they are transferable because we need the right to transfer these licenses to any successor operator of Assess Platform. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of Assess Platform does this to your User Content when it processes it for use in Assess Platform.
9. Security of Assess Platform
To ensure reliability and to protect the User Content, we use high grade hosting services and security technologies that we believe will provide you with a secure and safe environment. For example, all Content and information on Assess Platform is encrypted using SSL certificates. However, no system is perfectly secure or reliable. The internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use Assess Platform, you accept these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability.
10. Third Party/Open Source Software
Assess Platform may require you to obtain and/or install and/or may contain and/or may connect to third party software, services, add-ons and/or open source software (“Programs”), which may be subject to third party licenses and require notices and/or additional terms and conditions (“Third Party Licenses”). These Third Party Licenses are made a part of and incorporated into these Terms. By accepting these Terms, you are also accepting the Third Party Licenses, if any. Third Party Licenses may be viewed through Assess Platform or by contacting Birota Economics Group at info@assessproject.org You may be responsible, at your own expense, to acquire, maintain, upgrade, and replace as necessary, the Programs.
11. Third-Party Service Providers and Partners
Birota Economics Group may hire or engage one or more third-party partners, including the Assessors, to perform any or all of its obligations, including but not limited to, the provision of a portion of the Services, under the Terms. We operate Assess Platform in conjunction with our independent contractors. Our independent contractors and third-party partners may have access to your personal or business information in providing services to us or providing you with access to Assess Platform. We may use a variety of third-party service providers, independent contractors, employees and servers in locations both inside and outside of Canada, which may make your personal or business information the subject of foreign laws and foreign legal proceedings.
12. Disclaimer
EXCEPT AS DESCRIBED HEREIN, THE Assess Platform, THE SERVICES AND the Content are provided to you on an “as is” basis without warranties from BIROTA ECONOMICS GROUP of any kind, either express or implied. BIROTA ECONOMICS GROUP expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. BIROTA ECONOMICS GROUP does not represent or warrant that Assess Platform, THE SERVICES OR The Content is accurate, complete, reliable, current or error-free, and expressly disclaims any warranty or representation as to the accuracy or proprietary character of Assess Platform, THE SERVICES, THE COnTENT or any portion thereof.
WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED SERVICE, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, LIABILITIES AND DAMAGES, SO SOME OF THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MADE IN THESE TERMS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR WARRANTIES AND LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
13. Limitation of Liability
(a) Waiver. All Users waive and shall not assert any claims or allegations of any nature whatsoever against Birota Economics Group, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”, and each a “ Released Party”) arising out of or in any way relating to use of the Assess Platform, the Services, Work Product or the Content, including, without limitation, the promoting, advertising, purchasing or selling of a product and/or service offering on or through Assess Platform), the Services, Work Product or the Content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of Assess Platform, the Services, Work Product, or the Content, or allegations that Birota Economics Group or any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of Assess Platform (including, without limitation, the Services received through the Assess). You use Assess Platform at your own risk.
(b) Limitation of Aggregate Liability. Except as otherwise specifically provided under these Terms, Birota Economics Group’s liability to the Client for any claim, demand or cause of action whether based on contract, tort (including negligence) or otherwise, or for any losses, damages, costs and expense (including but not limited to legal fees) (collectively, “Losses”) arising out of or resulting from these Terms shall not exceed an amount equal to the fees paid by the Client for any Statement of Work in the twelve (12) months prior to the claim is being made.
(c) No Indirect, Etc. Damages. Without limitation of the foregoing, you agree that, to the fullest extent permitted by law, in no event will Birota Economics Group or any other Released Party be liable, howsoever caused, for any direct, special, indirect, incidental, punitive, exemplary or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits, loss of income or loss of data, loss of life, data breach, data theft, damage to personal property, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the Services, use of Assess Platform (including, without limitation, the Services received through the Assess Platform) or the Work Product or Content, including without limitation any damages caused by or resulting from your reliance on the Services, Assess Platform, the Work Product or Content or other information obtained from Birota Economics Group or any other Released Party or accessible via Assess Platform, or that result from mistakes, errors, omissions, interruptions, deletion of User Content or other data, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Birota Economics Group, any User, or any other Released Party's records, programs or services, regardless of legal theory and whether or not we have been warned of the possibility of such damages and whether those damages were foreseeable or not and/or caused by any negligence, misconduct, and/or other action and/or inaction by you or any third party (including, without limitation, Birota Economics Group or any Released Party).
(d) Third-Parties. To the fullest extent permitted by law, without limiting the generality of this Section, or any other section limiting our liability, you agree that we shall not be responsible for the acts or omissions, including but not limited to, the negligent acts or omissions, of our independent contractors including subcontracted Assessors, third-party partners, employees, clients, any other third-party service providers and/or any third party software and/or open source software.
(e) Sole and Exclusive Remedy. If you are dissatisfied with Assess Platform or the Services, do not agree with any part of the Terms, or have any other dispute or claim with or against us or any other Released Party, then your sole and exclusive remedy is to discontinue accessing and using Assess Platform.
14. Indemnification
(a) Indemnification. The Client shall defend, indemnify and hold harmless Birota Economics Group and the other Released Parties from any and all claims, losses, demands, damages, liabilities, costs (including reasonable legal fees), taxes, expenses and proceedings of every kind and nature, known and unknown, which may arise from or are in any way connected with, among other things, (i) the Client or any User’s violation of these Terms; (ii) the Client or any User’s violation of any third-party right or the rights of another User; (iii) any breach of a representation or warranty made by the Client or any User to us, either in the Terms or otherwise; (iv) our use of the User Content or Client Data uploaded to Assess Platform or otherwise provided to us; (vi) the use of Assess Platform by any person to whom you give access to your User Account; (v) the Client or any User’s use of, access to, and/or activities in connection with Assess Platform (including, without limitation, your communication and any interaction with an Assessor or other Users); (vi) any negligent, reckless, or intentionally wrongful act committed by the Client or any User; or (vii) any failure to use Assess Platform in accordance with all applicable laws, rules, and regulations.
15. Confidentiality
(a) Definition. As used in these Terms, " Confidential Information" of a Party means secret or confidential information which is not generally known to the public and may include, but is not limited to: (i) work product, know-how, technical data, research, products, business or financial information, plans or strategies, business practices, operations, procedures, information respecting the customers of such party or of its representatives, information respecting the employees of such party or of its representatives; (ii) information which due to its nature, or the circumstances surrounding its communication, would be reasonably interpreted as constituting confidential information, including these Terms and any Statement of Work; (iii) any other information of any nature, and in any form, received from or belonging to such party which is marked or identified as confidential; and; (iv) proprietary or confidential information of a third party or supplied in confidence by a third party, including that of third party suppliers, in the possession of such party; which is acquired by a party in its performance or receipt of Services under these Terms.
(b) Exclusions. Confidential Information does not include the following information: (i) information that is known to the recipient at the time of disclosure as evidenced by any written documents in the possession of the recipient; (ii) information that is available to the general public at the time of disclosure to the recipient or is subsequently made available to the general public, without restrictions as to its use or disclosure, without fault of the recipient; (iii) information that is disclosed to the recipient by reason by another person or entity having the right to disclose or publicize it; (iv) information that is intentionally distributed without restrictions as to confidentiality by the disclosing party. In addition, each party may disclose Confidential Information to the extent that the recipient is compelled, pursuant to Canadian law, to disclose it, provided that a party being compelled to disclose shall provide the other party with prompt notice (to the extent permitted by law) in order to allow such party to seek one or more protective orders or other appropriate remedies to prevent or limit such disclosure, and shall co-operate with such party and its legal counsel to the fullest extent. If such protective orders or other remedies are not obtained, the party being compelled to disclose will only disclose that portion of the Confidential Information it is legally compelled to disclose, only to such person or persons to which such party is legally compelled to disclose, and shall provide notice to each such recipient that such Confidential Information is confidential and subject to non-disclosure on terms and conditions substantially similar to and not materially less protective than those in these Terms, and, if possible, shall obtain each recipient's written agreement to receive and use such Confidential Information subject to such terms and conditions.
(c) Non-disclosure. Each party agrees to use the Confidential Information of the other party solely for the purpose of performing its obligations or exercising its rights under these Terms, and will disclose such Confidential Information only to those of its own employees, representatives, agents and contractors who have a need to know the information in connection therewith, and who are under an enforceable legal obligation to keep same confidential and subject to comparable restrictions as apply to the receiving party under these Terms, and shall take appropriate action to ensure their compliance with such obligation.
(d) Indemnity. Each party agrees to indemnify and hold the other party harmless from and against all loss or damage or any kind and nature suffered by the other party as a result of any breach by it or its representatives or contractors of its obligations relating to confidentiality contained in these Terms.
16. Non-Solicitation
(a) Non-Solicitation of Personnel or Contractors. You shall not, without the prior written consent of Birota Economics Group, solicit for hire any of Birota Economics Group’s employees or contractors, Assessors, or the Assessor’s personnel who are directly involved in the provision or receipt of the Services during the time such personnel are involved providing or receiving the Services and for twelve (12) months thereafter.
(b) Non-Solicitation of Clients and Suppliers. During the term applicable to these Terms and for twelve (12) months after termination of these Terms, neither party shall, directly or indirectly (i) request, induce or attempt to influence any supplier of goods or services of the other party to curtail any business it transacts with such party; (ii) request, induce or attempt to influence any customers of the other party which have done business with, or potential customers which may, to the knowledge of such party, have been in contact with, the other party during this period, to curtail or cancel any business they may transact with such party.
17. Waiver of Trial By Jury and Disclosure of Information
(a) Waiver of Trial By Jury To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of the Terms.
(b) Disclosure of Information. We reserve the right to provide your User Content, Registration Data and other user information (including but not limited to your personal and/or business information) uploaded to or collected by Birota Economics Group on or in connection with Assess Platform, to third-parties, if required by law (such as in response to a subpoena, court order or other legal process in any jurisdiction), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If we are required by law to make any disclosure of your User Content, Registration Data, or personal and/or business information, we may (but are not obligated to) provide you with written notice (to the extent permitted by law) prior to such disclosure so that you may take appropriate action.
18. Termination/Modification of License and Service
(a) Termination. Notwithstanding any provision of these Terms, Birota Economics Group reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use Assess Platform, or any portion thereof or your ability to receive the Services; (b) block or prevent your future access to and use of all or any portion of Assess Platform or Content; (c) change, suspend or discontinue any aspect of Assess Platform or Content; and/or (d) impose limits on Assess Platform or Content. Assess Platform is not available to Users who have had their User Account temporarily or permanently deactivated.
(b) Modification. Birota Economics Group reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policies, guidelines, rules, obligations, agreements or documents communicated through or applicable to Assess Platform, at any time and in its sole discretion, except in relation to an agreed upon Statement of Work. If we do so, we will notify you at the e-mail address you provide in your Registration Data, if any, and/or we will post a notice on your User Account page or elsewhere on Assess Platform visible to you the next time you access Assess Platform. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on Assess Platform, and your continued use of Assess Platform after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies, guidelines, rules, obligations, agreements or documents communicated through Assess Platform or incorporated in the Terms to understand the terms and conditions that apply to your use of Assess Platform. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using Assess Platform. If you have any questions about the Terms, please email us at info@assessproject.org.
19. Communications
(a) Communications. By creating a User Account, you agree to receive certain communications from Birota Economics Group. For example, you may receive notifications, a newsletter and/or other promotional e-mails. You can opt-out of non-essential communications. Notices that we give you (other than notice of modification of these Terms, which is discussed in Section 16 above) may be provided in any of the following ways. First, we may email you at the contact information you provide in your Registration Data or on your User Account. Second, we may post a notice to you on your User Account page. Third, we may post the notice elsewhere on Assess Platform. When we post notices on Assess Platform, we post them in the area(s) of Assess Platform suitable to the notice. It is your responsibility to periodically review Assess Platform and your User Account page for notices.
20. Applicable Law and Venue
(a) Governing Law. Assess Platform is controlled by Birota Economics Group and operated by it from its offices in Edmonton, Alberta. You and Birota Economics Group both benefit from establishing a predictable legal environment in regard to Assess Platform. Therefore, you and Birota Economics Group explicitly agree that all disputes, claims or other matters arising from or relating to your use of Assess Platform will be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
(b) Dispute Resolution. Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to (a) these Terms and any Statement of Work; (b) Assess Platform, Work Product or Content; (c) oral or written statements relating to these Terms or to Assess Platform; or (d) the relationships that result from these Terms or Assess Platform or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Birota Economics Group related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Birota Economics Group. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Alberta.
(c) Court. To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Edmonton, Alberta. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
(d) Other Jurisdictions. If you choose to access Assess Platform from locations other than Alberta, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Birota Economics Group and the other Released Parties for your failure to comply with any such laws.
21. Termination of these Terms
You and Birota Economics Group may terminate these Terms and your use of Assess Platform at any time, subject to the terms and conditions of these Terms. When you terminate these Terms, you must cease using Assess Platform immediately. When your User Account is terminated, any User Content you have uploaded to Assess Platform may remain on Assess Platform. The license you grant to us in Section 8 therefore survives the termination of these Terms. In addition, we may retain an archival copy of your User Content after termination, and you therefore hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes. If these Terms expire or terminate for any reason, Sections 4, 6, 8, 13, 14, 15, 16, 18, 20, 21 and 22, and any representation or warranty you make in these Terms, shall also survive indefinitely.
22. Miscellaneous
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Where a provision in the Terms is found to be unlawful, void or for any reason unenforceable, a lawful or enforceable term which best reflects the intention of the provision, as originally drafted, shall substitute. Our failure to enforce any right or provision of the Terms will not be deemed a waiver of such right or provision. Unless otherwise specified, all references to amounts of money in these Terms refer to Canadian (CAD) currency. The Terms shall enure to the benefit of and are binding upon the parties and their respective successors and permitted assigns. Birota Economics Group may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Birota Economics Group, and any such attempted assignment will be void and unenforceable. Violation of the Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of the Terms. These Terms constitute the entire agreement between you and Birota Economics Group regarding your use of Assess Platform, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Birota Economics Group regarding your use of Assess Platform. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
23. Questions and Comments
If you have any questions regarding these Terms or your use of Assess Platform, please contact us here:
Birota Economics Group Inc.
info@assessproject.org