Terms of Use

The terms of use provided below (the "Terms of Use") apply to the ManagementVitality Inc. ("ManagementVitality") website (the "Web Site") and to all products, services (including chat rooms, bulletin boards etc.), resources, information, materials and other content available on the Web Site (the "Site Content"). ManagementVitality (‘us’ or ‘we’) promotes teamwork, using Internet e-Learning. Visitors and users of the Web Site (collectively known as ‘users’) are members of the ManagementVitality "community", able to share ideas, gather resources and engage in productive learning events. We have provided these Terms of Use to ensure our users have a positive Web Site visit. Your failure to comply with these Terms of Use (including a transfer of your password without our prior consent) may result in termination of your access to the Web Site.

By accessing the Web Site, you are deemed by us to have agreed to be bound by and comply with these Terms of Use. Your use of certain resources made available on the Web Site or your participation in certain transactions on the Web Site (such as on-line purchases) may be subject to additional terms and conditions, which we will make available to you prior to or at the time you access these resources or conduct these transactions.

We reserve the right to change these Terms of Use from time to time at our sole discretion and without notice. Any change will become effective on the date they are posted. You can determine this date by looking at the date in the lower right hand corner of this web page. We recommend that you print a copy of these Terms of Use for reference purposes and revisit these Terms of Use from time to time to ensure you are aware of any changes. Your continued use of the Web Site signifies your acceptance of any changed Terms of Use.

These Terms of Use contain certain indemnities, limitations of liability and restricted warranties.

These Terms of Use DO NOT apply to web sites that you may access using links from the Web Site. We do not monitor, review or control in any way and of these third party web sites.

If you do not agree with the Terms of Use, your sole remedy is to discontinue your use of the Web Site.

Conduct of Users:

While accessing and using the Web Site or Site Contents, you are part of the ManagementVitality community and you agree that your use will respect the rights of other community members or users. In particular, you acknowledge and agree that your use of the Web Site or Site Contents (including the posting, uploading or transmission of software, messages or other materials) will not:

1. restrict or inhibit, or attempt to restrict or inhibit any other user from using and enjoying the Web Site or Site Contents;

2. be unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, pornographic, profane or indecent in any way, including without limitation, constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law;

3. violate or infringe upon the rights of others, including posting, uploading, downloading or transmitting material which is an invasion of privacy or publicity rights or which is protected by copyright, trademark, or other proprietary right, or derivative works with respect thereto, without first obtaining permission from the owner or right holder;

4. post, upload, or transmit content which contains a virus, worm, ‘trojan horse’ or other harmful component;

5. impersonate any person or entity, including, but not limited to, a ManagementVitality employee, course instructor, moderator or Expert, or falsely state or otherwise misrepresent your affiliation with a person or entity;

6. Stalk or otherwise harass any user;

7. Collect or store personal data about other users; or

8. upload or transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, or use the Website for commercial purposes, except as specifically pre-approved in writing by us.

Use of Chat Rooms or Bulletin Boards:

The Web Site may include bulletin boards and chat rooms ("Bulletin Boards") which allow you to provide feedback to us or to interact with others. We do not control the messages, information or files delivered to Bulletin Boards by users. You understand that ManagementVitality has no obligation to monitor the Bulletin Boards or chat rooms or any other area of the Web Site.

Submissions:

While participating in the ManagementVitality community, you may submit to ManagementVitality resources, links, information, content, graphics, artwork, templates or other materials ("Submissions") in accordance with the guidelines set forth in these Terms of Use and other guidelines which may be posted from time to time at the areas of the Web Site where Submissions are accepted.

Please be aware that we do not and cannot review Submissions or other materials that may be posted by yourself or other users of the Web Site and we are not responsible for these Submissions in any manner whatsoever. We reserve our right to remove Submissions for no reason whatsoever or to reject, delete, remove or edit any Submissions that we deem (in our sole discretion) to be unacceptable without notice. We also reserve our right (but do not undertake any obligations) to correct errors or omissions in Submissions without notice. You are solely responsible for your Submissions or for Submissions that are made by persons who use your account or your PIN.

Guidelines for Submissions:

You agree that your Submissions will meet all of the following requirements for appropriate content, and represent and warrant to us that:

• You have all rights and have obtained all approvals, waivers, consents, release clearances, licenses and authorizations needed for the grant of rights and licenses hereunder, and any publication of your Submissions does not violate or conflict with any other agreement you have made.

• Your Submissions do not infringe or otherwise violate any patents, copyrights, trademarks, trade secrets, or any other proprietary rights of any third party; including without limitation, rights of privacy and publicity.

• Your Submissions do not contain any virus, worm, Trojan horse or other routine intentionally designed to damage or allow unauthorized access to the Web Site or any Site Content, or any other hardware, software or data.

• Your Submissions do not include material that may be used in any attempt to circumvent the user authentication or security of any host, network, or account, including the documentation and tutorials on tools designed for compromising security, such as password guessing programs, cracking tools, packet sniffers or network probing tools.

• Your Submissions: (i) comply with all applicable laws, rules and regulations; (ii) do not constitute or encourage a criminal or civil offense or unethical activity and do not otherwise give rise to liability; (iii) do not contain any false, misleading, libelous or defamatory statements; and (iv) are not obscene, pornographic, threatening, sexually or racially or ethnically discriminatory, or otherwise objectionable or harmful

Grant of License by You:

By submitting content, posting messages, uploading files, inputting data and registration information, or engaging in any other form of communication on the Web Site or through services on the Web Site, you grant to us and our affiliates a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide right and license to:

1. use, store, copy, sublicense, modify, adapt, edit, publish, translate, create derivative works from, transmit, distribute, publicly and privately perform and display any such communication (in whole or in part) and/or to incorporate it in other works in any form, format, media, or technology now known or later developed; provided, however, that with respect to personally identifiable information, such usage shall comply with the terms set forth in our Privacy Policy; and

2. sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the communication.

The foregoing grants include the right to exploit any proprietary rights in such Submissions, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction.

You also warrant that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license above. Subject to the foregoing, the owner of content placed on the Web Site retains any and all rights that may exist in such content.

Misuse of the Web Site or Violation of these Terms of Use:

To provide our users with a safe and enjoyable visit to our Web Site, we reserve the following rights:

1. to disclose any information as necessary to satisfy any law, regulation, or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of these Terms of Use;

2. to investigate suspected violations of these Terms of Use, including the gathering of information from the user or users involved and the complaining party, if any, and examination of material on our servers and network. You hereby consent to and authorize us, our affiliates and agents to cooperate with (i) law enforcement authorities or governmental agencies in the investigation of suspected criminal violations, and (ii) and system administrators at other Internet service providers or other network or computing facilities to enforce these Terms of Use. Such cooperation may include our provision of usernames, IP addresses, or other identifying information; and

3. to terminate, without notice, your access and use of the Web Site or the purchase of products and services from our suppliers or us if, in our sole discretion, you have violated these Terms of Use.

If you believe another user is violating the Terms of Use, you may notify us and we will work in good faith to resolve any issues. However, we have no obligation to monitor the Web Site or Site Content and are not responsible for the accuracy or reliability of any Site Content or opinion, advice, or statement made on the Web Site, or for any conduct by any user of the Web Site.

Third Party Web Sites and Products:

We provide links to various third party web sites solely as a convenience for our users and visitors. These linked sites are not under our control or direction and we have not reviewed all of the sites linked from the Web Site. We do not endorse or sponsor, and are not responsible or liable for, the contents, products or services available at any such linked site or the practices of these web sites (including without limitation, their privacy and data gathering policies and practices). These Terms of Use DO NOT apply to third party web sites and you assume all risk of use thereof.

From time to time we may offer third party products and services for purchase by users and visitors on our Web Site. These products and services are subject to the representations and warranties that those third parties generally provide to their customers with respect to such products and services and we provide no representations or warranties whatsoever regarding them. However, we will accept returns of products or services purchased from our Web Site in accordance with our Purchase and Return Policy. If you purchase our products from a third party who offers a longer return period, we will honour their return policy, provided we are able to confirm with that third party what return rights they offer.

Your Indemnity to Us:

You agree to indemnify, defend, and hold harmless ManagementVitality, its subsidiaries and affiliates and their officers, employees, directors, agents, suppliers and sponsors from and against any and all claims, damages, costs, or other expenses (including reasonable attorneys fees) that arise directly or indirectly out of or from your activities in connection with the Web Site or Site Contents, including without limitation any breach of these Terms of Use (including without limitation any representation or warranty made by you in these Terms of Use) and your Submissions.

Warranties, Disclaimers and Limitation of Liabilities:

THE WEB SITE AND SITE CONTENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW WE AND OUR SUPPLIERS DISCLAIM ALL OTHER REPRESENTATIONS, CONDITIONS OR WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE AS TO THE WEB SITE OR THE SITE CONTENTS, OR ANY OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER OR IN CONNECTION HEREWITH, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN PARTICULAR, AND WITHOUT LIMITING THE FOREGOING, WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT: (1) THE WEB SITE OR SITE CONTENT OR ANY PRODUCTS OR SERVICES PURCHASED FROM THE WEB SITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (2) THE OPERATION OF THE WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (3) ANY PARTICULAR RESULTS WILL BE OBTAINED FROM THE USE OF THE WEB SITE OR FROM ANY PRODUCTS OR SERVICES PURCHASED FROM THE WEB SITE.

NEITHER WE NOR OUR SUPPLIERS SHALL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER CLAIM FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR ANY DAMAGES WHATSOEVER INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE) INCLUDING WITHOUT LIMITATION THOSE DAMAGES RESULTING FROM: (1) THE USE OF OR THE INABILITY TO USE THE WEB SITE, SITE CONTENT OR ANY PRODUCTS OR SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR SUBMISSIONS OR DATA; OR (4) ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE WEB SITE, BULLETIN BOARDS OR NEWSLETTERS OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEB SITE.

WE MAY MAKE CERTAIN EXPERTS OR OTHER ADVISORS ("EXPERTS") AND CERTAIN SPECIAL EVENTS ("EVENTS") AVAILABLE FROM THE WEBSITE. WHETHER PROVIDED FOR FREE OR FOR A FEE, WE DO NOT REPRESENT OR WARRANT THAT ADVICE RENDERED OR OTHER INFORMATION PROVIDED IS ACCURATE, COMPLETE OR CORRECT, AND WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR FOR THE RESULTS OBTAINED FROM YOUR USE THEREOF. USERS OF THE WEBSITE PAY FOR AND ATTEND EVENTS, AND INTERACT WITH EXPERTS, AT THEIR OWN RISK AND WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY OF YOUR EXPERIENCE. INFORMATION ON THE WEB SITE, WHETHER FROM EXPERTS, PROVIDED AT EVENTS, FROM THIRD-PARTY SITES OR FROM OTHER USERS, IS NOT INTENDED TO REPLACE MEDICAL ADVICE OFFERED BY PHYSICIANS, FINANCIAL ADVICE OFFERED BY FINANCIAL PROFESSIONALS OR LEGAL ADVICE OFFERED BY LEGAL PROFESSIONALS. IN EACH CASE, YOU ARE RESPONSIBLE FOR CONFIRMING THE TRUTH, ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION RECEIVED IN CONNECTION WITH THE WEB SITE AND WE DO NOT REPRESENT OR WARRANT THAT ANY SUCH INFORMATION IS TRUE, COMPLETE OR CORRECT.

Some jurisdictions do not allow the disclaimer of certain implied warranties or the limitation or exclusion of liability for incidental or consequential damages, so some of the above disclaimers, limitations and exclusions may not apply to you.

Applicable Laws and Jurisdiction:

You agree to comply with all applicable laws, statutes, ordinances, and regulations regarding your use of the Web Site and Contents and your purchase of any products or services.

The Site Content and/or products and services available through the Web Site are subject to Canadian export controls .

ManagementVitality controls the Web Site (excluding third party linked sites) from its corporate offices within the province of Ontario, Canada. We make no representation that Site Content is appropriate or available for use in other locations, and accessing the Web Site or Site Contents from jurisdictions where their contents are illegal is prohibited. If you choose to access this site from such a jurisdiction, you do so at your own risk and are solely responsible for compliance with all the laws of your jurisdiction. The law of the province of Ontario will apply to all issues and matters relating to or arising from your use of this Web site. You agree to submit to the personal jurisdiction and venue of the courts of Ontario located in Ottawa, Ontario or any federal court located in Ontario. Choice of law principles and the United Nations Convention for the International Sale of Goods and any legislation implementing such Convention are hereby expressly excluded.

If any provision of these Terms of Use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severed from these Terms of Use and shall not affect the validity and enforceability of any remaining terms. The section titles are for convenience only.

Our failure to enforce these Terms of Use, for whatever reason, shall not be construed as a waiver of any right to do so at any time.

Copyrights and Trademarks:

The Web Site and Site Contents are the property of ManagementVitality and its licensors and are protected by Canadian and International Copyright laws. All copyright, trademark, and other proprietary rights in the WebSite, Site Content and in the services, products, software, text, graphics, design elements, audio, music, and all other materials originated or used by us at the Web Site are reserved to us or our licensors. Copyright (c) 2000 ManagementVitality.com Inc.. All rights reserved.

You may not modify, copy, reproduce, publish, upload, post, transmit, distribute, or commercially exploit in any way any Site Content, including code and software. You may download Site Content for your personal, non-commercial use only, provided you keep intact all copyright and other proprietary notices.

In addition, the Web Site may contain trademarks, logos and links to the web sites of third parties. Any domain names, URLs, trademarks or logos appearing on the Web Site or in any Site Content are the sole property of their respective owners.

Copyright Complaints and Procedures:

We respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement. Inquiries that do not follow this procedure will not receive a response.

Registration Information:

In consideration of your use of the Web Site, you agree to provide true, accurate, current, and complete information about yourself as prompted by the registration form. You will receive a password and account designation upon completing the registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You are not permitted to transfer your password without our prior written consent.

Upon your registration with the Web Site you will begin receiving newsletters and updates of information from time to time. In the event that you no longer desire to receive the this information via electronic mail, you may unsubscribe on the Web Site or by clicking on the Unsubscribe button on the information itself. We may also send you information, including advertisements, from our content and marketing partners. You can elect not to receive any such information by writing to us. For further information about our data collection and privacy practices, please review our Privacy Policy.

Termination:

In the event of termination of your access to or use of the Web Site or Site Contents, the provisions respecting your representations, warranties and indemnities, our Warranties, Disclaimers and Limitations of Liability, Applicable Law and Jurisdiction; and Copyrights and Trademarks will survive unless waived in writing by us.

Last updated January 31, 2001