Last updated: April 11, 2018
i. “Subscriber” means the individual or entity that subscribes to the CornerThought Software service to establish a Lessons Learned Database.
ii. “Lessons Learned Database” means the website created by the Subscriber and provided through the CornerThought Software service.
iii. “User” means any individual that has access to the Lessons Learned Database.
iv. “Item” means an element of your Lessons Learned Database subscription that is limited by the terms of the subscription, including but not limited to, number of Users, types of Users, number of groups, amounts of storage, amounts of bandwidth utilized, number of posts, number of e- mails, amounts of User Content, and other features and functionality of the CornerThought Software service.
2. THE CORNERTHOUGHT SOFTWARE SERVICE
3. USE OF THE CORNERTHOUGHT SOFTWARE SERVICE
a. By using the CornerThought Software service, Users expressly agree to the following:
ii. Your user account will be accessed through a user ID and password that you will create (your “ID”). You are responsible for maintaining the confidentiality of your ID, and you are fully and solely responsible for all activities that occur under your ID. It is up to you to take adequate precautions with your ID, and to immediately notify CornerThought Software of any unauthorized use of your ID.
iii. You shall provide accurate, true and current information as prompted during the user account registration process and shall keep it current at all times.
iv. Your ID is unique to you and cannot be shared with any other User or person. You shall not share your ID or any other login credentials with any other person or publicly disclose it.
v. You shall notify CornerThought Software immediately of any breach of security or unauthorized use of your user account.
vi. Although CornerThought Software will not be liable for any losses experienced by you or others which are caused by unauthorized use of your user account, you may be liable for any losses incurred by CornerThought Software due to such unauthorized use.
vii. You represent and warrant that all posted data, text, links, video files, photos, or any other content (collectively, the “User Content”) that you post to the CornerThought Software service shall be your wholly original material (except for material that you are using with the permission of its owner), and does not infringe, misappropriate or violate any copyright, trademark or other rights of any third party including any rights of privacy or publicity.
viii. You shall be solely responsible for keeping a duplicate copy of all User Content; we do not accept any responsibility or liability for the loss of your User Content.
ix. You shall not post User Content that is hateful, threatening, pornographic, obscene, abusive, unlawful, harassing, racially or ethnically offensive, libellous or defamatory, or any content that encourages unlawful conduct.
x. You shall not submit material that is copyrighted, protected by trade secret or otherwise subject to intellectual property rights or third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant CornerThought Software all of the license rights granted herein.
xi. You shall not use the CornerThought Software service for any illegal or unauthorized purpose.
xii. You shall not attempt to hack, destabilize or adapt the CornerThought Software service or its source code.
xiii. You shall not use the CornerThought Software service to transmit worms, viruses or any code of a destructive nature.
xiv. You shall not, without our prior express written permission, use any high volume automated means (including robots, spiders and scripts) to access the CornerThought Software service.
xv. You agree not to collect or harvest any personally identifiable information, including account names, from the CornerThought Software service.
xvi. You are solely responsible for obtaining and maintaining all equipment and services needed for your access to and use of the CornerThought Software service and for paying all charges related thereto.
xvii. Any comments, suggestions, or feedback relating to the CornerThought Software service (collectively, “Feedback”) submitted to CornerThought Software shall become the property of CornerThought Software. We will not be required to treat any Feedback as confidential, and will not be liable for any ideas (including product or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to Feedback. We will be entitled to use Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending Feedback.
xviii. You shall not abuse, harass, threaten, harm or impersonate other CornerThought Software users or Users or employees of CornerThought Software or any of its partners, at any time or for any reason.
xix. You understand that when using the CornerThought Software service, you will be exposed to User Content provided by other users or Users and you agree that CornerThought Software is not responsible for the accuracy, safety, appropriateness or intellectual property rights of or related to such content.
xx. You shall not use the CornerThought Software service to send spam or commercial or other messages, including e-mails, to any third-party if those messages are not solicited, authorized or welcomed by the third-party, and in your use of the CornerThought Software service you must comply with all applicable laws and regulations, including (a) laws that apply in any jurisdiction to cookies, other tracking technologies, and spam and marketing practices, and (b) any applicable marketing association guidelines on ethical marketing practices.
xxi. You shall not use the CornerThought Software service for any competitive or benchmarking purposes, including monitoring the availability or functionality of the CornerThought Software service.
b. By using the CornerThought Software service, Subscribers expressly agree to the following:
i. You shall be solely responsible for all activity associated with the Lessons Learned Database, including any User Content and all activities of your Users.
ii. You represent and warrant that all User Content that your Users post to the CornerThought Software service shall be their wholly original material (except for material that is being used with the permission of its owner), and does not infringe any copyright, trademark or other rights of any third party including any rights of privacy or publicity.
iii. You agree not to collect or harvest any personally identifiable information of your Users, including account names, from the CornerThought Software service.
iv. You are solely responsible for obtaining and maintaining all equipment and services needed for your Users’ access and use of the CornerThought Software service and for paying all charges related thereto.
4. USER CONTENT
5. LICENSE GRANT
b. By submitting User Content to the CornerThought Software service, you hereby grant CornerThought Software a worldwide, non-exclusive, royalty-free, and sub-licensable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content for the sole purpose of operating and performing the CornerThought Software service for the Subscriber. You also grant each User you authorize a non-exclusive license to access your User Content through the CornerThought Software service and to use, reproduce, distribute, display and perform such User Content.
6. OUR PROPRIETARY RIGHTS
7. DEPENDENCE ON SUBSCRIPTION;DESIGNATED USERS
a. Your access to the CornerThought Software service may be dependent on your subscription to the CornerThought Software service or on the subscription of the Subscriber who pays certain fees to CornerThought Software. As such, the services offered by CornerThought Software depend on the terms of that subscription. If the Subscriber (including you, if applicable) ceases to pay the fees due to CornerThought Software, CornerThought Software may cease to provide you access to the CornerThought Software service and/or terminate your Lessons Learned Database. Similarly, if the terms of the subscription to the CornerThought Software service change, you may experience changes to the features or capacity of your account.
b. Subscriptions must be paid for in advance unless agreed to otherwise in writing. Payments for subscriptions are non-refundable. There will be no refunds or credits for any time period where the Lessons Learned Database is not used or accessed or when any User or prospective User fails to use or access the Lessons Learned Database.
c. Subscriber’s subscription specifies the limits on Subscriber’s use of the CornerThought Software service. Subject to the payment of additional fees specified below, Subscriber may at its option and at any time exceed such limits regarding the number of Items in using the CornerThought Softwareservice, including without limitation the number of Users using the CornerThought Software service. In the event that Subscriber exceeds the limits to the Items set forth in the applicable subscription, CornerThought Software shall charge Subscriber for the Subscriber’s additional usage of each Item in excess of these limits calculated on the per unit fee specified in accordance with the applicable subscription for each Item or the then- current list price as determined by CornerThought Software if such Item is currently not specified in the relevant subscription. Such additional usage fees shall be prorated for the remainder of the subscription term in effect at the time the excess Items are added. The expiration date of the term for these additional Items will be the same as the expiration date of the term of the pre-existing subscription.
8. CANCELLATION AND TERMINATION
a. Lessons Learned Database
b. User’s User Account
9. PRIVACY & CONFIDENTIALITY
a. As used in this Agreement, “Confidential Information” means all information disclosed by Subscriber to CornerThought Software which is in tangible form and labeled “Confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of these Terms, your data shall be deemed Confidential Information.
ii. Restrictions on Disclosure and Use of Confidential Information.
a. CornerThought Software hereby agrees that all Confidential Information provided to CornerThought Software by Subscriber or its current or future affiliated entities in order to facilitate the provision of the Services, or otherwise acquired during CornerThought Software’ performance hereunder, will be used by CornerThought Software solely for the purpose of providing the Services. CornerThought Software agrees to take all reasonable precautions within CornerThought Software’ control to ensure that there is no unauthorized disclosure of Confidential Information. CornerThought Software shall not disclose or divulge, or cause the disclosure of, any Confidential Information to any other third person without the express prior written consent of Subscriber. The term “person” as used in this Agreement shall be broadly interpreted to include without limitation any individual, governmental body, partnership, limited liability company, corporation or other entity.
b. The restrictions in the foregoing Section 9(b) shall not apply to any Confidential Information as to which CornerThought Software can demonstrate through written records (i) that CornerThought Software already possessed such Confidential Information at the time of disclosure, free of any obligation to keep it confidential; (ii) that CornerThought Software developed such Confidential Information independently and without the use of Confidential Information; (iii) that CornerThought Software rightfully received such Confidential Information from a third party who has the right to transfer or disclose it; or (iv) that such Confidential Information is or has become publicly available through authorized disclosure.
c. CornerThought Software shall notify Subscriber of any data breaches to the Lessons Learned Database within seven (7) days of such data breach.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information and User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will not be able to defeat those measures or use your personal information and User Content for improper purposes. You acknowledge that you provide your personal information at your own risk.
11. THIRD PARTY WEBSITES, ADVERTISERS,OR SERVICES
12. INDEMNIFICATION; REMEDIES
b. SUBSCRIBERS: YOU ARE RESPONSIBLE FOR ANY AND ALL ACTIVITIES WHICH OCCUR IN OR THROUGH YOUR LESSONS LEARNED DATABASE. YOU SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE CORNERTHOUGHT SOFTWARE INDEMNITEES FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATED TO
13. NO WARRANTY
THE CORNERTHOUGHT SOFTWARE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO COMMITMENT TO ANY FUTURE FUNCTIONALITY OR FEATURES. USE OF THE CORNERTHOUGHT SOFTWARE SERVICE IS AT YOUR OWN RISK. THE CORNERTHOUGHT SOFTWARE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CORNERTHOUGHT SOFTWARE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE CORNERTHOUGHT SOFTWARE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE CORNERTHOUGHT SOFTWARE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CORNERTHOUGHT SOFTWARE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CORNERTHOUGHT SOFTWARE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. CORNERTHOUGHT SOFTWARE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU OR A THIRD PARTY THROUGH THE CORNERTHOUGHT SOFTWARE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND CORNERTHOUGHT SOFTWARE WILL NOT BE A PARTY TO AND IS NOT RESPONSIBLE IN ANY WAY FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD- PARTY PROVIDERS OF PRODUCTS OR SERVICES.
14. LIMITATION OF LIABILITY
a. ALL USERS:
i. CORNERTHOUGHT SOFTWARE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, WHETHER BASED IN TORT, CONTRACT, OR OTHERWISE, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR IN ANY WAY RELATED TO (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE CORNERTHOUGHT SOFTWARE SERVICE; (B) ANY CONDUCT OR CONTENT OF YOU, ANY USER, OR ANY THIRD PARTY ON THE CORNERTHOUGHT SOFTWARE SERVICE, INCLUDING ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OFOTHER USERS OR THIRD PARTIES; (C) ANY CONTENT OBTAINED FROM THE CORNERTHOUGHT SOFTWARE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT CORNERTHOUGHT SOFTWARE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
b. SUBSCRIBERS: CORNERTHOUGHT SOFTWARE AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, WHETHER BASED IN TORT, CONTRACT, OR OTHERWISE, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR IN ANY WAY RELATEDTO (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE CORNERTHOUGHT SOFTWARE SERVICE; (ii) ANY USER’S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE CORNERTHOUGHT SOFTWARE SERVICE (iii) ANY CONDUCT OR CONTENT OF YOU, ANY USER, OR ANY THIRD PARTY ON THE CORNERTHOUGHT SOFTWARE SERVICE, INCLUDING ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USERS OR THIRD PARTIES;(iii) ANY CONTENT OBTAINED FROM THE CORNERTHOUGHT SOFTWARE SERVICE; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR, OR ANY OF YOUR USERS’ TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT CORNERTHOUGHT SOFTWARE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
15. CONTROLLING LAW JURISDICTION; DEADLINE TO BRING CLAIMS
16. ENTIRE AGREEMENT; WAIVER; MODIFICATION; SEVERABILITY
17. ELECTRONIC COMMUNICATION AND ELECTRONIC SIGNATURES; NOTICES
For CornerThought Software: CornerThought Software, LLC, 10359 104 St NW #301, Edmonton, AB, Canada T5J 1B9 Attn: Chief Executive Officer.
For you: At the address and/or email you provided during registration or as updated by you.
Notices will be deemed to have been received (i) five (5) business days after mailing if given by mail, (ii) upon receipt if hand delivered, and (iii) one (1) business day after sending if given otherwise.
18. PAYMENTS; TAXES
19. EXPORT COMPLIANCE; ANTI- CORRUPTION
a. You acknowledge that the laws and regulations of Canada restrict the export and re- export of certain materials, which may include the CornerThought Software service or materials derived from the CornerThought Software service. Accordingly, Subscribers shall not permit Users to access or use the CornerThought Software service or any User Content in a Canada-embargoed country or in violation of any Canadian export law or regulation.
b. Subscriber agrees that CornerThought Software may use Subscriber’s name and logo on CornerThought Software’ website, sales literature, and advertising materials, and for any other commercial purpose related to CornerThought Software’ business, unless you have notified us otherwise by an e-mail to:
21. HEADINGS; CONSTRUCTION.
Copyright 2018 by CornerThought Software LLC