These terms and conditions (“Terms”) govern access to and use of Navarik’s services, and form a legal agreement between Navarik Corp. and the Customer. Please read them carefully, as they significantly affect your legal rights, remedies and obligations. By completing the account registration process and using the Service, the Customer agrees to comply with and be bound by, and the Customer fully accepts, these Terms.
If the Customer is an organization or business entity, the Customer represents and warrants that the individual completing the Account application form and agreeing to these Terms is an authorized representative of that organization or business entity and has the authority to legally bind that organization or business entity to these Terms.
Navarik will provide the Customer with access to the Service (including any Products to which the Customer separately subscribes) in accordance with these Terms and any applicable Product Terms. Navarik may update the Service’s content, features, user interface or other aspects from time to time in its sole discretion.
Navarik hereby grants Customer (and its Users, as applicable) a limited, non-exclusive, non-assignable, non-transferable licence (without the right to sub-license) to access and use the Service (including any Products to which the Customer separately subscribes) solely for the Business and in accordance with these Terms and any applicable Product Terms. Navarik reserves all rights not expressly granted under these Terms or any applicable Product Terms.
The Customer will not resell access to the Service to third parties without Navarik’s prior written consent, provided that if the Customer is an organization or business entity then Customer’s Affiliates may access and use the Service as otherwise provided in these Terms.
The Customer may access the Account through the username and password selected by the Customer during the Account creation process. Navarik reserves the right to remove or reclaim the username if Navarik believes it is appropriate to do so (such as when a trademark owner complains about a username, or if the username is offensive or otherwise objectionable). The Customer must keep the username and password confidential, and must not allow anyone other than its Affiliates and Users (if applicable) to access or use the Account. The Customer is solely responsible and liable for all activity conducted through the Account. The Customer must immediately notify Navarik upon becoming aware of or reasonably suspecting any security breach, including any loss, theft or unauthorized disclosure or use of the Customer’s username or password.
If the Customer is an organization or business entity, Navarik may grant the Customer with system administration authority to assign to each of its Users a username and password. The Customer will make reasonable commercial efforts to ensure that each User keeps his or her or its username and password strictly confidential. The licence contained in section 4 will apply to each of the Users.
The Customer will ensure that it and its Users (as applicable):
The Customer will be solely responsible for all activities conducted under its Users’ usernames (including the use of those usernames to upload or transmit anything that, if reproduced, published, transmitted or used, may be defamatory, threatening, abusive, obscene, pornographic, harmful or invasive of anyone’s privacy, may violate any law including but not limited to copyright, trademark, trade secret, patent, privacy or other laws, or may give rise to civil or other liability, but excluding any activities conducted by Navarik), and the Customer bears the sole risk of all such activities. Navarik agrees to notify the Customer if it becomes aware of any unauthorized activities being conducted under the Users’ usernames and to provide reasonable assistance, at Customer’s expense, to track and identify the source of any such unauthorized activities. For greater certainty, the Customer acknowledges and agrees that Navarik has the right, but not the obligation, to monitor the activities conducted under the Users’ usernames.
Navarik will take commercially reasonable steps to make the Service secure, and to ensure that the Service is free of Harmful Components. However:
As between Navarik and the Customer, Navarik owns all right, title and interest in and Service, the Products and the Materials (defined below). The Customer and any Users do not acquire any proprietary rights in or to the Service, the Products or the Materials.
Navarik owns its name, logo, and all of its other trademarks and trade names appearing on the Service. Unless otherwise indicated, all other names, logos, trademarks appearing on the Service are owned by third parties and are used under licence.
The Customer is solely responsible for ensuring that it has the necessary hardware and software equipment, technology support and communications connections that may be necessary to enable the Customer and its Users to access and use the Service. Navarik will have no responsibility for the workings of the Customer’s or its Users’ computer equipment, workstation performance, its office network configuration(s) as they pertain to network appliances, optimization, malware protection or security software technologies or appliances, or any other software it uses, or its Internet access provider’s quality of service.
The Customer acknowledges that its access to and use of the Service might be interrupted and will not be free of errors. The Service may be unavailable from time to time due to routine maintenance, upgrades, hardware or software malfunctions, repairs, power outages, hackers, denial of service attacks, unforeseeably large service demands, or other reasons beyond our control.
From time to time Navarik may add new features to the Service, suspend or discontinue existing features from the Service, or otherwise modify the Service and the Materials (including their functionality, “look-and-feel” and software components), all without notice or liability to the Customer.
Except for a party’s fraud or wilful misconduct, Navarik will never be liable to the Customer or the Users, and the Customer and the Users will never be liable to Navarik, for any:
Except for a breach of the its obligations under section 11 (Security and Viruses), Navarik will never be liable to the Customer or the Users for any damage (direct or indirect), liability, cost or expense incurred by any of them as a consequence of receiving any Harmful Component through use of the Service or as a consequence of an intended recipient not being able to send or not receiving a transmission of data or a transmission of a message of any kind or medium (whether electronic mail, telex, facsimile or otherwise, as applicable), through the use of the Service.
If, despite the limitations in these Terms, Navarik becomes liable to the Customer or any third party, Navarik’s aggregate liability under these Terms will not exceed the lesser of (i) proven direct damages suffered; (ii) the total amount paid to Navarik by the Customer with respect to the Service in the 3 months immediately before the first event giving rise to liability and (iii) CAD $250.
Subject to the limitations of liability set out in these Terms, the Customer will defend, indemnify and hold Navarik harmless from and against all claims, fines, taxes, damages, expenses, costs (including actual legal fees and expenses) incurred by Navarik or its officers, directors, shareholders, employees and representatives for any reason relating directly or indirectly to: (a) the Customer’s breach of any of the Customer’s obligations, representations or warranties in these Terms, or (b) any activities conducted by the Customer or by the Users or through the Account or otherwise under the Users’ usernames, or (c) any security breaches caused by the Customer or the Users.
The Customer acknowledges and agrees that any breach of these Terms will likely cause injury to Navarik that will not be readily measurable in monetary damages and will be irreparable, and that if there is any existing or threatened breach then Navarik will be entitled to an injunction from a court of competent jurisdiction against the Customer (without waiving any other available rights or remedies) without the necessity of proving actual damages or posting a bond.
Navarik will not be liable for any non-performance or delay in its performance that is due wholly or in part to any cause beyond its reasonable control.
These Terms will be governed by and construed in accordance with the laws in effect in British Columbia, Canada. The courts of British Columbia, Canada are to have exclusive jurisdiction to settle any dispute that may arise out of or in connection with this agreement, provided that Navarik may apply to any court of competent jurisdiction for interim protection or equitable relief such as an interlocutory or interim injunction.
The parties are independent contractors and neither party is the agent or partner of the other party.
These Terms and any applicable Product Terms constitute the entire agreement between the parties with respect to Services and the Account and there are no representations or warranties, express or implied, statutory or otherwise and no agreements collateral to this agreement, other than as expressly set out or referred to in these Terms and any applicable Product Terms. If there is any conflict or inconsistency between these Terms and any Product Terms applicable to the Customer, the Product Terms will prevail.
These Terms will bind and benefit each of the parties including their respective lawful successors and permitted assigns.
Failure by either party in exercising any right, power or privilege hereunder will not act as a waiver, nor will any single or partial exercise thereof preclude either party from exercising any right, power or privilege.
If any portion of these Terms is invalid or unenforceable, the invalidity or unenforceability will attach only to that portion of the Terms, and the remainder of the Terms will remain in full force and effect.