Last Updated: July 8, 2022
Welcome to ic Infrastructure Corporation’s (“icInfrastructure”, “we”, “our” or “us”) learning platform website(s), hosted by Thinkific Labs Inc. (“Thinkific”), our learning content creation and learning management platform provider, and available at https://icInfrastructure.thinkific.com, https://icinfrastructure.com/ and its respective subdomains and, if applicable, those portions of our clients’ websites and/or their respective subdomains that host one of our learning platform sites, and, if applicable, mobile applications (collectively, the “Training Sites”).
icInfrastructure provides consulting, coaching, and training to public and private sector infrastructure owners and managers to support them with their infrastructure asset management and business improvement efforts. We provide services to organizations such as towns, cities, and other governmental entities, professional and industry associations, as well as private sector entities (our “clients”). We help train and coach our clients’ employees, members, volunteers, and program participants, as well as other individuals seeking to improve their infrastructure asset management competence (“you”, “your” or “trainees”) through our online or in person training programs (“Programs”) and courses (“Courses”).
Programs and Courses include training content, consisting of any information, data, text, photos, videos or other learning materials uploaded, downloaded or available on or through the Training Sites or Services (as defined below) (collectively, the “Content”), and interactive elements, consisting of learning engagement activities, including, but not limited to, surveys, quizzes, message boards or forums, resource libraries, user directories, networking events or resources, discussions, phone calls, webinars, conferences, or other meetings, whether live or recorded, in person or virtual, and any other services, whether provided by icInfrastructure, our clients, or by third parties, that enable a trainee to engage fully in all aspects of a Course or Program (collectively, the “Interactive Elements”). Our Courses consist of Content and Interactive Elements on a discrete topic, whether delivered stand alone or as part of a Program. Programs consist of one or more Courses and/or Interactive Elements designed to meet a learning objective for a group of trainees.
By accessing or using the Training Sites, Services, Content, or Interactive Elements, or by creating an Account (as defined below), you agree to be legally bound by these Terms. If, at any time, you do not agree to these Terms, you must not access or use the Training Sites, Services, Content, or Interactive Elements. These Terms also incorporate the Thinkific Terms of Services, as available at https://www.thinkific.com/terms-of-service/ and modified from time to time, and by creating an Account you also agree to be bound by any clauses in the Thinkific Terms of Service that set out requirements for customers of Thinkific Account Owners (as defined in the Thinkific Terms of Service).
Changes and Revisions
icInfrastructure reserves the right, acting in its sole discretion and with or without prior notice to you, to do any of the following:
- Modify, suspend, or terminate operation of, or access to, any portion, features, or functions of the Training Sites, Services, Content, or Interactive Elements including, but not limited to, hours of availability, geographical availability and applicable policies or terms.
- Remove links or references to any Linked Site (as defined below) from the Training Sites, Services, Content, or Interactive Elements.
- Make changes to the equipment, hardware or software required to use and access the Training Sites, Services, Content, or Interactive Elements.
- Interrupt the Training Sites, Services, Content, or Interactive Elements, or any portion thereof, as necessary to perform routine or non-routine maintenance, error correction, or other modifications.
We will give you notice of any revisions to these Terms by posting the revisions to the Training Sites. It is your responsibility to ensure that you are aware of the current Terms when you access or use the Training Sites, Services, Content, or Interactive Elements. If you continue to access or use any of the Training Sites, Services, Content, or Interactive Elements after any revisions to these Terms are posted you will be deemed to have accepted those revisions.
1. OUR PROGRAMS AND COURSES
Programs, Courses, and Assessments
Our Programs and Courses are hosted by Thinkific. A description of each Program and/or Course, together with the curriculum and length of the Course and other particulars are available through a Program and/or Course “Home Page” made available on the Training Sites. Some training, coaching, or consulting Services, and related Content and/or Interactive Elements, whether or not in conjunction with the Programs and/or Courses, may also be offered through a third-party video conferencing platform such as Zoom, Google Meet, MS Teams, Citrix Webex, or others. The terms and privacy policies of those platforms are available through the Services, and we encourage you to review them when you log in and periodically afterwards.
We reserve the right to supplement, delete, modify, or rearrange the Program and Courses, and any Content or Interactive Elements made available through the Programs and Courses to adopt best practices or align with changes in business practices or the law or for any reason whatsoever, as well as the point value or weight of assignments, tests, quizzes, exams, projects, and other such evaluations of progress.
A Program or Course will be considered complete (“Completion”) upon the successful achievement of all the stipulated requirements for that Program or Course, as set forth in the Program or Course Content, including, without limitation, continuing compliance with all our policies, including these Terms. Additionally, if stipulated, Completion of Programs or Courses must occur within the number of days set forth in the Program or Course Content (the “Completion Period”).
Academic Integrity and Examination Policy
You are prohibited from posting online or sharing with individuals any Program or Course Content, including, without limitation, assignments, questions from tests, quizzes, knowledge checks, or exams, electronic data or files, whether in audio, photo, video, or other formats, and any outputs, recordings, or other content derived from Interactive Elements. If you fail to adhere to this policy, you will not receive a Certificate and will be removed from the Program(s) or Course(s) you are enrolled in and/or you will have your Completion status revoked.
Errors and Availability
The Program and Course Content and other materials appearing on the Training Sites, Services, or Interactive Elements could include technical, typographical, or photographic errors. We will use commercially reasonable efforts to correct such errors that we become aware of.
You acknowledge and agree that the Services, including the Content and Interactive Elements, may be subject to the availability of third-party sites, including Thinkific’s website and related subdomains, over which we do not have control. Therefore, we cannot guarantee that the Training Sites, Services, Content, or Interactive Elements will always be available.
2. ACCOUNTS AND SECURITY
In order to access the Programs and Courses, you will be required to create an account (“Account”). In setting up your Account, you will be prompted or required to enter certain personal information, including your name, email address, and a user password (the “Login Information”). You may also be prompted to enter certain additional personal information such as your job, skills, employer, location, experience, and education (“Background Information” and together with the Login Information, the “Account Information”). You agree that all Account Information provided by you will be accurate and complete and that you will promptly update such Account Information if and when it changes. Account Information will be collected and hosted in accordance with the Privacy Policies.
You are responsible for protecting the confidentiality of your Account Information and for restricting access to your computer or device. You agree that you will never share your Account(s) or Account Information or to allow any other person to access to your Account(s) for any reason. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account Information or your Account(s) or any other security breach involving your Account(s) or the Training Sites, Services, Content, or Interactive Elements at [email protected]. We are not responsible for any unauthorized access of your Account(s) or Account Information even if you have advised us of such. You are responsible for all activities that occur under your Account(s), whether such activities have been authorized by you or not. icInfrastructure strives to ensure the security of your data, User Generated Content (as defined below), and Account(s), however, we cannot guarantee that unauthorized third parties will not circumvent our security measures.
Unauthorized Access to Secured Areas
Access to and use of password protected and/or secured areas of the Training Sites, Services, Content, or Interactive Elements is restricted to authorized persons only. Unauthorized individuals attempting to access the Training Sites and/or these areas of the Training Sites, Services, Content, or Interactive Elements may be subject to criminal or civil prosecution or both.
You consent to receive electronic communications from icInfrastructure in the form of email at the email address listed on your Account or by communications posted on or notifications through the Training Sites or the Interactive Elements (collectively, “Electronic Communications”). You acknowledge and agree that any Electronic Communication shall satisfy any legal requirement that such communication or notification be in writing.
3. LIMITED LICENSE
Subject to your strict compliance with these Terms and any supplemental conditions or restrictions connected with our Services Content, and Interactive Elements, icInfrastructure grants you a worldwide, personal, revocable, non-exclusive, non-transferable limited right and license, without the right to sublicense, to access and use the (i) Training Sites, (ii) Services, (iii) Content, and (iv) Interactive Elements which you have downloaded, installed or subscribed for, as applicable, only for your non-commercial educational purposes, unless otherwise approved by icInfrastructure in writing (the “License”). All other uses are expressly prohibited. Except for the License, you shall not acquire any title, rights, or interest in or to the Training Sites, Services, Content, or Interactive Elements including any intellectual property rights therein, with the sole exception of any User Generated Content (as defined below). The term of your License commences on the date of your acceptance of these Terms and shall end on the earlier date of your or icInfrastructure’s suspension or termination of your Account. Your License shall terminate immediately, automatically, and without notice if you attempt to circumvent any technical protection measures used in connection with the Training Sites, Services, Content, or Interactive Elements or if you otherwise breach these Terms.
4. RESTRICTIONS ON USE
Subject to the foregoing, access to and use of certain parts of the Training Sites, Services, Content, and Interactive Elements is available only to (i) trainees who have a registered Account and are trainees who have agreed to be bound by these Terms and (ii) our clients and their authorized administrators. If you do not have a valid registered Account or are no longer a trainee, you are not authorized to use or access certain parts of the Training Sites, Services, Content, or Interactive Elements.
You acknowledge and understand that any information and documents made available to you by icInfrastructure from third party sources as part of the Training Sites, Services, Content, and Interactive Elements are provided as is and icInfrastructure makes no warranty as to the accuracy or completeness of such information and/or documents or their suitability for any purpose. You acknowledge and agree that icInfrastructure is merely making the Training Sites, Services, Content, and Interactive Elements available and is not acting as an employment, financial, tax, legal, or other planner or advisor to you.
You further acknowledge and agree that icInfrastructure may monitor any and all of your activities in your use of the Training Sites, Services, Content, and Interactive Elements, including without limitation your session activity, your Program or Course progress, your preparation for and results on assignments, tests, quizzes, knowledge checks, or exams, and your participation in the Services, Content, and/or Interactive Elements. You acknowledge that icInfrastructure’s ability to monitor access to, usage of, and potential misuse of the Training Sites, Services, Content, and Interactive Elements is essential to icInfrastructure.
Through the Training Sites, Services, Content, and Interactive Elements you may be able to access certain information and documents made available by our client(s) under a Client Learning Services Agreement. You acknowledge and understand that such information and documents are made available to you by icInfrastructure on behalf of our client(s), and icInfrastructure makes no warranty as to the accuracy or completeness of such information and/or documents or their suitability for any purpose. You acknowledge and understand that icInfrastructure is merely making the Training Sites, Services, Content, and/or Interactive Elements available on behalf of our client(s) and is not acting as an employment, financial, tax, legal, or other planner or advisor to you.
You further acknowledge and agree that icInfrastructure, our client(s), and their respective authorized representatives or administrators may monitor any and all of your activities in your use of those Training Sites, Services, Content, and Interactive Elements provided by or on behalf of the applicable client under a Client Learning Services Agreement, including without limitation your session activity, your Program or Course progress, your preparation for and results on assignments, tests, quizzes, knowledge checks, or exams, and your participation in the Services, Content, and/or Interactive Elements. You acknowledge that icInfrastructure’s ability to monitor access to, usage of, and potential misuse of the Training Sites, Services, Content, and Interactive Elements is essential to icInfrastructure.
Client Administrator Users
If you are an authorized administrator on behalf of one of our clients under a Client Learning Services Agreement, then (i) in addition to the meaning set forth above, “you” also means, collectively, you and the applicable client, (ii) where these Terms have not previously been agreed to and/or have not yet bound a client under a Client Learning Services Agreement, you represent and warrant that you are an authorized representative of the applicable client with the authority to bind that client to these Terms, and that you agree to these Terms on that client’s behalf, and (iii) your access to the Training Sites, Services, Content, or Interactive Elements shall also be subject to the terms agreed to between icInfrastructure and that client in the applicable Client Learning Services Agreement, if any, in addition to these Terms.
As an authorized administrator for one of our clients under a Client Learning Services Agreement, you will be able to access and input certain information relating to that client and that client’s trainees. The information that you input may be used and relied upon by icInfrastructure and by the trainees who access and use the Training Sites, Services, Content, and Interactive Elements. The Training Sites, Services, Content, and/or Interactive Elements may permit trainees to update certain personal information, in each case through the use of the same.
As an authorized administrator for one of our clients, you acknowledge and agree that icInfrastructure is merely making the Training Sites, Services, Content, and Interactive Elements available and is not acting as an employment, financial, tax, legal, or other planner or advisor to the client or its trainees.
6. CANCELLATION AND REFUNDS
Our Programs and/or stand-alone Courses are provided as an “all-in-one” package, which means that once you, or a client on your behalf, has paid the applicable enrolment fees, your admission to such Program(s) or Course(s) is final. You or the applicable client may cancel your registration, including any Services, Content, and Interactive Elements, at any time. You hereby acknowledge that icInfrastructure shall not offer refunds on any fees and charges related to the purchased Program(s), Course(s), Services, Content, or Interactive Elements, unless otherwise agreed to in a Client Learning Services Agreement or in writing by icInfrastructure. This includes any partially used or unused periods for which you or a client has already paid. We are not responsible and do not guarantee refunds for lack of usage or dissatisfaction with any of the Training Sites, Services, Content, or Interactive Elements.
7. CONTENT OWNERSHIP, USE, AND INTELLECTUAL PROPERTY RIGHTS
User Generated Content
The Programs and Courses and other parts of the Training Sites, Services, Content, and Interactive Elements may provide you with the ability to upload forum posts, trainee discussions, profile pages, examples of work, and other related Content (“User Generated Content” or “UGC”).
Similar to other internet content platforms, you grant icInfrastructure and/or, where applicable and subject to a Client Learning Services Agreement, our client(s) a worldwide, perpetual, unrestricted, unlimited, non-exclusive, irrevocable license to fully utilize all of your User Generated Content, without notice, compensation, or attribution to you of any kind. This includes making your UGC available to other companies, organizations, or individuals who partner with icInfrastructure for the syndication, broadcast, distribution, or publication of content on other media platforms and for icInfrastructure’s use. You hereby waive all moral rights in your UGC in favour of icInfrastructure and its successors and assigns. The license granted to icInfrastructure and the above waiver of moral rights will survive any termination of these Terms.
You hereby agree to release and forever discharge icInfrastructure from all claims, demands, and causes of action which you, your heirs, representatives, executors, administrators, or any other persons acting on your behalf or on behalf of your estate have or may have by reason of these grants, authorizations, waiver, and release. You acknowledge that you have read this release, you fully understand its contents, meaning, and impact on your rights, and that by your acknowledgement of acceptance of the Terms you consent and agree to this release freely and of your own free will, as of the date of your agreement to the Terms.
Suggestions and Feedback
All creative ideas, notes, drawings, suggestions, or other information that you may provide to icInfrastructure, whether solicited or unsolicited (“Feedback”), is the property of icInfrastructure or our client(s) or our content partners and third party licensors, including all intellectual property rights therein, without providing any compensation to you or any other person and without any liability whatsoever. You hereby irrevocably assign all intellectual property rights throughout the world and in perpetuity in and to the Feedback to icInfrastructure and irrevocably waive all moral rights you may have therein.
You may submit Feedback by emailing us at: [email protected]
Trademarks, Logos and icInfrastructure Brandings
The trademarks, logos, signs, symbols, images, and brands (“Marks”) displayed on the Training Sites are the property of icInfrastructure or our third-party licensors. You are prohibited from using any Marks for any purpose including, but not limited to, use as metatags on other pages or sites on the internet without the written permission of icInfrastructure or such third party which may own the Marks, which permission may be withheld in the sole discretion of the owner of the relevant Marks. All Content available on or through the Training Sites, Services, or Interactive Elements is protected by intellectual property laws. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content for non-educational or commercial purposes without the express written consent of icInfrastructure.
Violation of Third-Party Rights
You agree and represent and warrant that all Content of any kind that you upload to or transmit through the Training Sites, Services, or Interactive Elements will not violate or infringe upon the rights of any third party including, but not limited to, any trade secret, copyright, trademark, trade dress, patent, privacy, publicity, confidentiality or other personal or proprietary rights of any third parties. icInfrastructure may terminate your Account if you utilize the Training Sites, Services, Content, or Interactive Elements to unlawfully publish, transmit, link, or otherwise provide access to copyrighted material without a valid license, the express consent of the copyright owner, or a fair dealing or fair use exemption (or equivalent under applicable law) and you shall have the burden of establishing the same to the satisfaction of icInfrastructure, acting in its sole discretion.
8. COPYRIGHT POLICY
icInfrastructure respects the intellectual property rights of others and expects you to do the same. We will respond to notices of alleged copyright infringement that are properly provided to us and comply with applicable law. If you believe that anything on our Training Sites Services, or Interactive Elements, including any Course Content, infringes any copyright that you own or control, please provide us with the following information:
- a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
- identification of the copyrighted work claimed to have been infringed;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- your contact information, including your address, telephone number, and an email address;
- a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing and to terminate your Account without prior notice and at our sole discretion. If you knowingly misrepresent that any Content on our Training Sites, Services, or Interactive Elements is infringing, you may be liable to icInfrastructure for certain costs and damages. Please submit all notices of alleged copyright infringement appearing on the Training Sites or through the Services to [email protected].
9. USER CONDUCT
icInfrastructure adheres to applicable international, federal, provincial, state, and local laws and regulations and certain values and moral standards (the “Community Guidelines”), which require that you not use the Training Sites, Services, Content, or Interactive Elements, or assist or encourage any other party, to engage in, amongst other things, any of the following prohibited activities in relation to the Training Sites, Services, Content, and Interactive Elements:
- copying, framing or mirroring any part of the Training Sites, Services, Content, or Interactive Elements;
- permitting any third party to access the Training Sites, Services, Content, or Interactive Elements;
- using, copying, modifying, creating a derivative work of, reverse engineering, decompiling, or otherwise attempting to extract the source code of the software underlying the Training Sites, Services, Content, or Interactive Elements or any part thereof, unless expressly permitted or required by law, and in any case, without providing prior written notice to icInfrastructure;
- publishing, transmitting, distributing, or storing content, material, information, or data that: (i) is illegal, obscene, defamatory, threatening, harassing, abusive, or hateful or that advocates violence; (ii) is harmful to or interferes with the Training Sites, Services, Content, or Interactive Elements or any third party’s networks, equipment, applications, services, or websites (e.g., viruses, worms, Trojan horses, etc.); (iii) infringes, dilutes, misappropriates, or otherwise violates any privacy, intellectual property, publicity, or other personal rights including, without limitation, copyrights, patents, trademarks, trade secrets, or other proprietary information (including unauthorized use of domain names); (iv) is fraudulent or contains false, deceptive, or misleading statements, claims, or representations (such as “phishing”); (v) contains personal information such as messages or text which state phone numbers, government issued identification numbers, account numbers, addresses, or employer references; (vi) contains unauthorized messages purporting to be issued by employees or agents of icInfrastructure and purporting to speak on behalf of icInfrastructure or contains confidential information or expresses opinions concerning icInfrastructure; or (vii) contains UGC shared by trainees impersonating others;
- attempting to disrupt, degrade, impair, or violate the integrity or security of the Training Sites, Services, Content, or Interactive Elements or the computers, services, Accounts, or networks of any other party (including, without limitation, “hacking,” “denial of service” attacks, etc.), including any activity that typically precedes attempts to breach security such as scanning, probing, or other testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of icInfrastructure internet protocol space;
- distributing, or disclosing any part of the Training Sites, Services, Content, or Interactive Elements in any medium, including without limitation by any automated “scraping”, other than through any technology or means provided or authorized by the Training Sites, Services, or Interactive Elements;
- using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Training Sites or Interactive Elements in a manner that sends more request messages to icInfrastructure or its clients or Service providers than a human can reasonably produce in the same period of time by using a conventional web browser;
- taking any action that imposes, or may impose an unreasonable or disproportionately large load on our infrastructure or our clients’ infrastructure, as determined by icInfrastructure in its sole and absolute discretion;
- collecting or harvesting any information relating to an identified or identifiable individual, including account names and information about users of the Training Sites, Services, Content, or Interactive Elements from the Training Sites, Services, or Interactive Elements;
- using the Training Sites, Services, Content, or Interactive Elements for any commercial solicitation purposes;
- accessing any Content on the Training Sites, Services, or Interactive Elements through any technology or means other than those provided or authorized by the Training Sites, Services, or Interactive Elements;
- submitting to the Training Sites, Services, or Interactive Elements or to icInfrastructure or its clients any personally identifiable information, except as necessary for the establishment and operation of your Account;
- submitting to the Training Sites, Services, or Interactive Elements or to icInfrastructure or its clients any information that may be protected from disclosure by applicable law;
- bypassing the measures we may use to prevent or restrict access to the Training Sites, Services, Content, or Interactive Elements including, without limitation, features that prevent or restrict use or copying of any Content or enforce limitations on use of the Training Sites, Services, Interactive Elements or the Content therein;
- violating any applicable law, statute, ordinance, or regulation, or encouraging any conduct that could constitute a criminal offense or give rise to civil liability;
- removing, modifying, or obscuring any copyright, trademark or other proprietary rights notices contained in or on the Training Sites, Services, or Interactive Elements; or
- executing any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine, or display any packets used to communicate between the icInfrastructure’s servers or any data not intended for you.
Please report any Content you believe violates the Community Guidelines to icInfrastructure at: [email protected].
Some of the Services we provide include areas or features as part of the Training Sites or Interactive Elements that offer the opportunity for you to submit UGC for viewing by one or more other trainees and/or our client(s), including without limitation, tests, quizzes, knowledge checks, assignments, a program or course message board, private chat feature, forum, social community environment or blog (the “Interactive Areas”). YOU ACKNOWLEDGE THAT THE INTERACTIVE AREAS ARE FOR PUBLIC AND NOT PRIVATE COMMUNICATIONS, AND YOU HAVE NO EXPECTATION OF PRIVACY WITH REGARD TO ANY UGC SUBMITTED TO AN INTERACTIVE AREA. We may, but have no obligation to, monitor these Interactive Areas and take no responsibility for the UGC in the Interactive Areas, other trainees’ or our clients’ failure to comply with the Community Guidelines, or for any loss or damage as a result of interaction with other trainees or our clients. As such, we recommend that you be careful and exercise common sense and good judgment when using any Interactive Areas. YOU ARE SOLELY RESPONSIBLE FOR ANY USER GENERATED CONTENT, INCLUDING PERSONAL INFORMATION, YOU POST AND FOR ANY ACTIONS YOU TAKE ON THE TRAINING SITES, SERVICES, CONTENT, AND INTERACTIVE ELEMENTS AND THE CONSEQUENCES THEREOF.
10. LINKED SITES AND THIRD-PARTY SERVICES
Linked Sites and Content
icInfrastructure prohibits caching unauthorized hypertext links to the Training Sites or the Interactive Elements and the framing of any Content available through the Training Sites or Interactive Elements. icInfrastructure reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the Content available on any other Internet sites linked to the Training Sites or Interactive Elements. Access to any Linked Sites (as defined below) is at your own risk. You should be aware that Linked Sites may contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions, and other provisions that differ from those provided on the Training Sites or Interactive Elements. icInfrastructure is not responsible for the policies, practices, condition, and operation of any Linked Sites, and expressly disclaims any and all responsibility and liability to you if you access or use a Linked Site.
Services not Controlled by icInfrastructure
Some of the Content, Services, or Interactive Elements may be accessible, or give you the ability to use such Content, Services, or Interactive Elements, on or through a website, service or device not controlled by icInfrastructure, such as the Thinkific platform. For example, you may download, install, or access the Content, Services, or Interactive Elements through a web-based online marketplace or have the option to use the Content, Services, or Interactive Elements online on servers not owned or controlled by icInfrastructure, or icInfrastructure may make the Content, Services, or Interactive Elements available through servers that are not owned or controlled by icInfrastructure. icInfrastructure takes no responsibility for your access to or use of the Content, Services, or Interactive Elements through or on any third-party device or service not controlled by icInfrastructure, including those of our clients, and otherwise has no control over how such services are offered, administered, or operated. Any such use of services not controlled by icInfrastructure is at your own risk and may subject you to additional or different terms and conditions imposed by the third party that owns and controls such services.
11. WARRANTIES AND LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, THE TRAINING SITES, SERVICES, INTERACTIVE ELEMENTS, AND ALL CONTENT ON THE TRAINING SITES OR INTERACTIVE ELEMENTS OR OBTAINED FROM A WEBSITE TO WHICH THE TRAINING SITES OR INTERACTIVE ELEMENTS ARE LINKED (A “LINKED SITE”), ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. ICINFRASTRUCTURE DOES NOT WARRANT THAT THE TRAINING SITES, SERVICES, CONTENT, OR INTERACTIVE ELEMENTS ARE SUITABLE FOR OR WILL MEET YOUR REQUIREMENTS, ARE FREE OF DEFECTS, THAT THE OPERATION OF THE TRAINING SITES, SERVICES, CONTENT, OR INTERACTIVE ELEMENTS WILL BE FREE FROM INTERRUPTION OR ERROR-FREE, AND ICINFRASTRUCTURE DOES NOT WARRANT THAT ERRORS OR DEFECTS IN THE TRAINING SITES, SERVICES, CONTENT, OR INTERACTIVE ELEMENTS WILL BE CORRECTED. FURTHER, ICINFRASTRUCTURE DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY OPINION, ADVICE, OR STATEMENT MADE BY, OR FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY OUR CLIENTS, ANOTHER TRAINEE OR ANY THIRD PARTY THROUGH THE TRAINING SITES, INTERACTIVE ELEMENTS, OR ANY LINKED SITE AND ICINFRASTRUCTURE SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH A CLIENT, ANOTHER TRAINEE OR ANY SUCH THIRD PARTY THROUGH THE TRAINING SITES, INTERACTIVE ELEMENTS, , ANY LINKED SITE, OR OTHERWISE.
Limitation of Liability for Use of the Training Sites, Services, Content and Linked Sites
YOU AGREE THAT ICINFRASTRUCTURE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY BODILY INJURY, PROPERTY DAMAGE OR ANY LOSSES OR DAMAGES OF ANY TYPE WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES AND DAMAGES RESULTING FROM THE LOSS OF DATA, REPUTATION, REVENUE, PROFIT OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE, THE TRAINING SITES, SERVICES, CONTENT, INTERACTIVE ELEMENTS, OR LINKED SITES, EVEN IF ICINFRASTRUCTURE IS MADE AWARE OF THE POSSIBILITY OF SUCH BODILY INJURY, PROPERTY DAMAGE OR LOSSES OR DAMAGES. HOWEVER, IF ICINFRASTRUCTURE IS FOUND LEGALLY RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY BODILY INJURY, PROPERTY DAMAGE OR ANY LOSSES OR DAMAGES OF ANY TYPE WHATSOEVER WHICH YOU OR ANY THIRD PARTY MAY HAVE INCURRED ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE, THE TRAINING SITES, SERVICES, CONTENT, INTERACTIVE ELEMENTS, OR LINKED SITES, THEN OUR LIABILITY TO YOU OR ANY THIRD PARTY SHALL BE NO MORE THAN CANADIAN FIFTY DOLLARS (CAD$50.00). APPLICABLE LAWS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOU AND ICINFRASTRUCTURE AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS ICINFRASTRUCTURE, ITS CLIENTS, THEIR AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE “INDEMNIFIED PARTIES”) FROM AND AGAINST ALL CLAIMS, LIABILITIES, ACTIONS AND CAUSES OF ACTION BROUGHT AGAINST THEM AND ALL COSTS AND EXPENSES (INCLUDING LEGAL EXPENSES ON A FULL INDEMNITY BASIS AND ANY OTHER FEES AND EXPENSES INCURRED FOR INVESTIGATING OR DEFENDING ANY ACTION OR THREATENED ACTION, AS WELL AS SETTLEMENT COSTS) WHICH ANY OF THE INDEMNIFIED PARTIES MAY INCUR ARISING FROM OR IN CONNECTION WITH: (I) YOUR USER GENERATED CONTENT; (II) YOUR ACCESS TO AND USE OF, OR INABILITY TO ACCESS OR USE, THE TRAINING SITES, SERVICES, CONTENT, INTERACTIVE ELEMENTS, OR LINKED SITES; (III) YOUR BREACH OR ALLEGED BREACH OF ANY OF THESE TERMS; (IV) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY FEDERAL, PROVINCIAL, STATE, MUNICIPAL OR LOCAL LAW OR ANY REGULATIONS, RULES, ORDINANCES OR BYLAWS; AND (V) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY PRIVACY, PUBLICITY OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
WITHOUT DEROGATING FROM OR EXCUSING YOUR OBLIGATIONS UNDER THIS INDEMNITY SECTION WE RESERVE THE RIGHT (AT YOUR EXPENSE), BUT ARE NOT UNDER ANY OBLIGATION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER WHICH IS SUBJECT TO AN INDEMNIFICATION BY YOU EVEN IF YOU CHOOSE TO DEFEND OR SETTLE IT. YOU AGREE NOT TO SETTLE ANY MATTER THAT IS SUBJECT TO AN INDEMNIFICATION BY YOU WITHOUT FIRST OBTAINING OUR EXPRESS APPROVAL.
13. VIOLATIONS OF TERMS AND TERMINATION
icInfrastructure may monitor, terminate, or suspend your Account or our Services at any time.
You agree and acknowledge that icInfrastructure may, in its sole and absolute discretion and without prior notice to you, terminate or suspend your ability to access each of all of the Training Sites, Services, Content, or Interactive Elements or any portions thereof, and cancel your Account for any reason including, without limitation: (i) if you violate or otherwise fail to strictly comply with any term or provision of these Terms; (ii) if we have determined that your use has created or potentially created risk or legal exposure for icInfrastructure; or (iii) in response to requests by law enforcement or any other government agencies. In addition to the foregoing, icInfrastructure reserves the right to pursue all remedies available at law and in equity for violations of these Terms, including but not limited to the right to block access from a particular Internet address to the Training Sites, Content, or Interactive Elements. You acknowledge and agree that monetary damages may not be an adequate remedy for any violation of these Terms by you and, without limiting any of icInfrastructure’s other remedies, you hereby consent to, and authorize icInfrastructure to obtain, an injunction or other equitable relief from any court of competent jurisdiction without the necessity of having to post any bond or other form of security. You further authorize icInfrastructure to disclose your personally identifiable information where reasonably necessary in connection with the foregoing.
These Terms, as amended from time to time, shall remain effective until terminated by you or icInfrastructure. Upon termination of these Terms for any reason, you must cease use of your Account(s) and cease accessing the Training Sites, Services, Content, and Interactive Elements.
14. DISPUTE RESOLUTION
Unless otherwise provided for in a Client Learning Services Agreement, you and icInfrastructure agree that any dispute, claim or controversy arising out of or relating to these Terms, any policy or guarantee referred to herein, or the breach, termination, enforcement, interpretation or the validity thereof, or the use of the Training Sites, Services, Content, or Interactive Elements (collectively, the “Disputes”) will be settled by final and binding arbitration, except that each party retains the right to (i) bring an individual action in the British Columbia Provincial Court (Small Claims Division) if the action is within the jurisdiction of that court and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, confidential information or other intellectual property, proprietary, publicity or privacy rights. You acknowledge and agree that you and icInfrastructure are each irrevocably waiving the right to a trial by jury and the right to participate as a plaintiff or a class member in any purported class action or similar representative proceeding. Further, unless you and icInfrastructure expressly agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class or representative proceeding. Except where otherwise expressly provided in these Terms, all remedies of icInfrastructure shall be cumulative. This “Dispute Resolution” section shall survive any termination of these Terms.
Any arbitration to be conducted pursuant to this “Dispute Resolution” section shall be conducted before a single arbitrator in accordance with the rules of the British Columbia International Commercial Arbitration Centre for Domestic Disputes. The seat of the arbitration shall be in Vancouver, British Columbia. You and icInfrastructure hereby irrevocably submit to the exclusive jurisdiction of the arbitrator in Vancouver, British Columbia and waive any defense in an arbitration based upon any claim that such party is not subject personally to the jurisdiction of such arbitrator, that such arbitration is brought in an inconvenient forum or that such venue is improper. The arbitral award shall be in writing and shall be final and binding on each of you and icInfrastructure. The award may include an award of costs, including reasonable legal fees and disbursements. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets.
The Training Sites are operated from and icInfrastructure is located in the Province of British Columbia, Canada. By electing to access the Training Sites, Services, or Interactive Elements from any jurisdiction outside of Canada, you accept full responsibility for ensuring that your use of the Training Sites, Services, Content, or Interactive Elements is in compliance with all laws applicable within that other jurisdiction. icInfrastructure makes no representation that the Content or Interactive Elements available on or through the Training Sites, Services, or Interactive Elements are appropriate or available for use in jurisdictions outside of Canada. You are not permitted to access the Training Sites, Services, or Interactive Elements from any jurisdiction in which the Content or Interactive Elements are illegal or accessing the Training Sites, Services, or Interactive Elements is illegal. You may not use, export or re-export any information, including any Content or Interactive Elements, from the Training Sites or the Services in violation of any applicable laws or regulations.
Unless otherwise provided for in a Client Learning Services Agreement, these Terms and your legal relationship with icInfrastructure shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to its conflicts of laws principles. These Terms shall not be governed by the United Nations Convention on Contracts for the Sale of Goods. The controlling language of these Terms is English.
Waiver and Severability
In the event that any provision of these Terms is, in whole or in part, held to be invalid or unenforceable by any court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible and the remaining provisions of the Terms shall remain in full force and effect.
You may not assign any of your rights or obligations hereunder, whether voluntarily or by operation of law except with the prior express written consent of icInfrastructure, which consent may be withheld in icInfrastructure’s sole discretion, and any attempted assignment in violation of the foregoing is void. icInfrastructure may assign any or all of its rights and obligations hereunder to an affiliate, subsidiary or a successor in title to the Training Sites and/or the business and undertaking of icInfrastructure.
These Terms shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns.
icInfrastructure will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of events beyond the reasonable control of icInfrastructure, including without limiting the foregoing where the delay or failure is due to fires or fire related hazards, explosions, power outages, earthquakes, floods, spills, epidemics, acts of God, war or acts of war, acts of terrorism, riots, strikes, lockouts or other labour or contractor actions, acts of public authorities, or delays or defaults caused by common carriers, or other similar events which cannot reasonably be foreseen or provided against (“Force Majeure Event”).
Any notices or other communications permitted or required hereunder, including but not limited to modifications to these Terms or any policy or guarantee referred to herein, will be in writing and given by: (i) icInfrastructure via email (in each case to the email address provided by you for your Account(s)) or by posting to the Training Sites; and (ii) you via email to [email protected]Notice delivered by email will be deemed to have been received on the date on which such notice is transmitted.
The provisions of these Terms which require or contemplate performance after the expiration or termination of these Terms shall remain enforceable notwithstanding such expiration or termination.
The relationship between the parties is that of independent contractors and neither party shall have the authority to bind the other in any way.