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Updated November 15, 2019. 

Terms of Use

Welcome to the Acadium, Inc. (“Acadium”) website located at www.acadium.com (the “Site”). Please read these Terms of Service (the “Terms”), our Privacy Policy (https://www.acadium.com/privacy), and our Acceptable Use Policy (NTD – Insert Link to AUP) carefully because they govern your use of our Site and the provision of our subscription services that provide a full-service marketing platform that combines social media, customer reviews, mobile and email marketing to you. To make these Terms easier to read, the Site and our subscription services are collectively called the “Services.”

 

1. Agreement to Terms

By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

 

2. Privacy Policy

To the extent you provide personal information to Acadium in connection with your use of the Services, please refer to our Privacy Policy (https://www.acadium.com/privacy) for a description of how we collect, use and disclose such information. You acknowledge and agree that your use of the Services is subject to our Privacy Policy. Acadium employs the software services of FullStory to monitor all your usage through our platform including the reading of messages, and peripheral data such as IP addresses, session usage, pixel by pixel usage recordings and any other data related to usage. This is done through the use of first party cookies, third party cookies, and other tracking technologies in order to improve your experience, provide assistance during navigation, issue resolution and analyze your use of products, services or applications. 

 

3. Changes to Terms or Services

We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore.

Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. For example, we may remove a feature that users don’t use very often. We will notify you of significant changes to the Services that may affect you by sending you an email or posting on the Services.

 

4. Who May Use the Services

You may use the Services only if you have reached the age of majority in your jurisdiction of residence and capable of forming a binding contract with Acadium and are not barred from using the Services under applicable law. If you have not reached the age of majority, you may only use the Services with consent of your parent or guardian. You represent and warrant that you (a) have not previously been suspended by Acadium or removed from the Site; (b) are not a competitor of Acadium; and (c) have full power and authority to enter into these Terms of Service and in doing so will not violate any other agreement to which you are a party.

 

5. Registration & Personal Information 

If you want to use certain features of the Services you’ll have to create an account (“Account”), which you can do by contacting our representatives. In creating an account, you will be required to provide certain personal information about yourself and establish your login credentials. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

 

6. Use of the Services

We grant you permission to use the Services subject to your compliance with these Terms of Service, and during the applicable subscription term (“Subscription Term”). You access and use the Site at your own risk. Subject to these Terms, we’ll use commercially reasonable efforts to provide Services during the applicable Subscription Term. You will promptly inform of any issue regarding the Services of which you become aware. You are solely responsible for complying with all laws applicable to your use of the Services in your jurisdiction, including labour and employment standards law. 

 

7. Unauthorized Access

We reserve the right to exercise whatever lawful means we deem necessary to prevent unauthorized access to or use of the Site, including, but not limited to, technological barriers, IP mapping, and contacting your Internet Service Provider (ISP) regarding such unauthorized use.

 

8. Subscription Payment and Term

8.1 Billing Account

Users of  the Services are required to provide valid credit card information or other acceptable payment information in order to register for the Services (collectively known as “Billing Account”), which will be provided to Acadium’s third-party payment processor (“Payment Processor”) and used to charge the subscription fees. You shall promptly advise Acadium if your Billing Account changes due to loss, theft, cancellation, expiry, or otherwise, and users shall be liable for any failure to pay fees caused by out-of-date billing information.

 

8.2 Payment and Term

By purchasing or subscribing to the Services, you agree to a minimum Subscription Term of three (3) months, during which you are obliged to maintain a subscription at the same or greater price than the subscription selected upon initial payment. Upon the expiration of the minimum contract term, the subscription will renew automatically on a quarterly basis unless you cancel or downgrade at least two (2) business days before your next billing date. All payments are non-refundable, subject to our internal refund policy allowance of 14 days following your initial receipt of payment.  

 

8.3 Payment Method 

A valid credit card is required for paying the subscription fees. Subscription fees are billed on a quarterly basis at the beginning of each subscription period and are non-refundable. Please note that our fees are subject to change, although we will give you at least a month’s notice before any new fees take effect. Under no conditions, including forgetting to cancel a subscription renewal are credits refundable for cash. You are paying for access to our marketplace and there is no guarantee that you will find a suitable match to your exact specifications. All payments are non-refundable. You hereby agree that all payments will be processed using Acadium’s third-party Payment Processor, Stripe and that all such payments will be governed by the Payment Processor’s terms and conditions available at https://stripe.com/en-ca/ssa or as otherwise published by the Payment Processor. By subscribing to the Services, you authorize Acadium to charge your Billing Account in accordance with these Terms.

 

9. Proprietary Rights

9.1. Content

  • Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services, including Acadium Content and Customer Content.
  • Acadium Content” means any Content created or licensed by Acadium (including, without limitation, Content created for you or with your input).
  • Customer Content” means any Content that Account holders (including you) provide to be made available through the Services.

 

9.2. Content Ownership

Acadium does not claim any ownership rights in any Customer Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your Customer Content. Subject to the foregoing, Acadium and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

 

9.3. Rights in Customer Content Granted by You

By making any Customer Content available through Services you hereby grant to Acadium a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute your Customer Content in connection with operating and providing the Services and Content to you and to other Account holders.

You are solely responsible for all your Customer Content. You represent and warrant that you own all your Customer Content or you have all rights that are necessary to grant us the license rights in your Customer Content under these Terms. You also represent and warrant that neither your Customer Content, nor your use and provision of your Customer Content to be made available through the Services, nor any use of your Customer Content by Acadium on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You assume all risks associated with Your Content, including anyone’s reliance on its accuracy, completeness or usefulness, or any disclosure by you of information in Your Content that makes you personally identifiable.

You can remove your Customer Content by contacting us and requesting that it be deleted. However, in certain instances, some of your Customer Content (including, without limitation, posts or comments that have been made) may not be completely removed and copies of your Customer Content may continue to exist on the Services in archive or backup form. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Customer Content.

 

9.4. Photographs, Videos and Recordings

To the extent you request that we photograph, film and/or record you, we may do so and any such photos, videos or recordings will be considered Acadium Content and will be owned exclusively by Acadium. To the extent such photos, videos or recordings contain any third party’s name, image, likeness or voice, you represent and warrant that you will obtain all necessary permissions and releases from such third party. In the event you wish to use such photos, videos or recordings in connection with your business outside of the Services, upon your request, we may choose to grant you a non-exclusive, non-transferable, non-sublicenseable, worldwide license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and display certain of those photos, videos, or recordings subject to the payment of a fee.

 

9.5. Rights in Content Granted by Acadium

Subject to your compliance with these Terms, Acadium grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Acadium Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

 

9.6. Content Disclaimer

In accessing or using the Services, you may be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. Acadium does not endorse such Content and cannot vouch for its accuracy.

 

9.7. Feedback

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at hello@Acadium.co. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

 

10. Third-Party Services

As part of the Services, you may choose to allow link third-party profiles, applications or websites (“Third-Party Services”) to Acadium account.

Upon termination of your use of Acadium’s services, you retain the right to access and control the Third-Party Services not hosted by Acadium or its affiliates, as well as Customer Content. At any time, including upon termination of your use of Acadium’s services, Acadium may delete, disable, alter, remove, retain, or otherwise dispose of the Third-Party Services, if any, hosted by Acadium or its affiliates. Acadium may continue to access, collect, read, analyze, and otherwise use the Third-Party Services for the purpose of data collection until you inform Acadium otherwise.

 

11. General Prohibitions and Acadium’s Enforcement Rights

You agree not to do any of the following:

  • Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
  • Use, display, mirror or frame the Services or any individual element within the Services, Acadium’s name, any Acadium trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Acadium’s express written consent;
  • Access, tamper with, or use non-public areas of the Services, Acadium’s computer systems, or the technical delivery systems of Acadium’s providers;
  • Attempt to probe, scan or test the vulnerability of any Acadium system or network or breach any security or authentication measures;
  • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Acadium or any of Acadium’s providers or any other third party (including another user) to protect the Services or Content;
  • Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Acadium or other generally available third-party web browsers;
  • Send any advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation in violation of any applicable law or regulation;
  • Use any meta tags or other hidden text or metadata utilizing a Acadium trademark, logo URL or product name without Acadium’s express written consent;
  • Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
  • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
  • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
  • Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
  • Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
  • Impersonate or misrepresent your affiliation with any person or entity;
  • Violate any applicable law or regulation, including labour and/or employment standards laws; or
  • Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

 

12. DMCA/Copyright Policy

Acadium respects copyright law and expects its users to do the same. It is Acadium’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please email hello@Acadium.co for any concerns regarding copyright infringement.

 

13. Links to Third Party Websites or Resources

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

 

14. Billing

14.1. Subscription 

As a member of Acadium you are paying a quarterly or annual subscription fee for access to the marketplace, tools, membership support and the ability to work with one apprentice at a time in an apprenticeship (an “Apprenticeship”). Your membership provides access to our apprentice database and doesn’t guarantee that you will find an apprentice to work with or that you will successfully complete a 3-month apprenticeship within each billing cycle. Each Apprenticeship has a 3 month contract and starts on the date when the contract has been signed by both parties. This does not always line up with your billing cycle. If your Apprenticeship ends at any time during the same billing cycle, your account will be adjusted to work with a new apprentice. When you cancel your account, you will have full access to the platform until the end of your current billing cycle unless you have received a refund for said billing cycle. With continual access, you will still be able to use all of the platform features, including messaging apprentices and starting a new Apprenticeship. If you’ve cancelled your plan and since found an apprentice through our Services, once your billing cycle ends you will continue to have access to the platform for the purpose of communicating with your current Apprenticeship apprentice only.

 

14.2. Cancellation, Pausing and Termination

You are solely responsible for cancelling your subscription, pursuant to Section 8 (Subscription Payment and Term) of these terms. You may cancel your subscription or your Account at any time at least two (2) days before your next billing date through your settings. Email and voicemail messages to Acadium are not a recognized method of cancellation. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You will not receive a refund for any partial-term cancellation or termination. Upon any termination, discontinuation or cancellation of Services or your Account, the following provisions will survive: Section 9 (Proprietary Rights), Section 10 (Access Rights), Section 11 (General Prohibitions and Acadium’s Enforcement Rights), Section 12 (DMCA/Copyright Policy), Section 13 (Links to Third Party Websites or Resources), Section 14 (Cancellation, Pausing and Termination), Section 15 (Warranty Disclaimers), Section 17 (Indemnity), Section 18 (Limitation of Liability), and Section 19 (General Terms).

You may pause your account at any time for the time periods allotted. At the end of those time periods your billing cycles will resume. If you have 0 credits your credit card will be billed upon unpausing. You are not entitled to refunds once you pause an account. Cancelling an account will result in the loss of any unused credits.

 

15. Warranty Disclaimers

While Acadium makes and strives to provide secure and continuous connectivity and internet access, Acadium will not be responsible or liable for any direct or indirect loss or consequential damage, including among other things, have occurred as a result of any events or acts leading to interruptions in internet connectivity, transmission of signals, server breakdown, systems crashing, hacking, servicing and other events or acts.

You will not hold Acadium responsible for users’ actions or inactions, including acts or things as a result of which there may be loss or connectivity and/or loss of data furnished.

Further, while secure and continuous access to the Services is sought to be provided. Acadium does not guarantee continuous or secure access to the Services and operation of the Services, as the same may be interfered by numerous factors outside the control of Acadium. Accordingly, to the extent legally permitted, Acadium excludes all implied warranties, terms and conditions in relation to the use or access of the Services.

Acadium and its associates, related bodies corporate, representatives including directors, officers, employees, agents, contractors and sub-contractors are not liable for any loss, including any special, indirect or consequential loss or damages arising out of your use of the Services.

 

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALTITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN ERROR FREE BASIS. WE MAKE NO WARRANTY REGARING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY WORK PERFORMED THROUGH OUR PLATFORM. Acadium MAKES NO WARRANTY THAT THE SERVICES IT PROVIDES COMPLY WITH EMPLOYMENT LAWS, LABOUR LAWS AND ALL ACCOMPANYING REGULATIONS OF YOUR JURISDICTION. FOR GREATER CLARITY, USE OF Acadium’s SERVICES DOES NOT EXCUSE YOU FROM ENSURING YOUR OWN JURISDICTIONAL EMPLOYMENT AND LABOUR LAW STANDRDS ARE MET AND IN COMPLIANCE WITH YOUR USE OF Acadium’s SERVICES. 

 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Acadium OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, Acadium, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.

 

Acadium DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE Acadium SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND Acadium WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

 

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

 

16. Compliance with Laws

You agree to use the Services solely in compliance with all laws, rules and regulations including without limitation any employment laws, labour laws, privacy laws and other laws relating to the processing, collection, use, or disclosure of personal information or records in your jurisdiction, state or territory. You represent and warrant that you have all necessary rights and permissions to provide any and all information and content, including without limitation any personal information and other information or content contained in or comprising any Customer Content. 

SOME JURISDICTIONS PROHIBIT UNPAID INTERNSHIPS. IT IS YOUR RESPONSIBILITY TO COMPLY WITH LOCAL LAWS. Acadium WILL NOT BE LIABLE FOR ANY LOSSES, FINES, DAMAGES OR CLAIMS AGAINST A USER ARISING FROM FAILURE TO COMPLY WITH APPLICABLE LAWS. 

 

17. Indemnity

You will indemnify and hold harmless Acadium and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your Customer Content, (iii) your violation of these Terms, (iv) any dealings between you and any persons whom you send or otherwise transmit links or any content to using the Service, including without limitation claims relating to misrepresentation, (v) your violation of any rights of another, including any intellectual property rights or privacy rights, (vi) your violation of any contract you enter into with another user of our Services and (vii) your violation of any applicable labour or employment laws and all other laws and regulations applicable to you and/or any contract negotiated between you and your intern. These obligations shall survive the termination or expiration of these Terms and/or your use of the Services.

 

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Acadium, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL Acadium BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Acadium ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF ANY THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) CUSTOMER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. 

 

IN NO EVENT SHALL Acadium, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO Acadium HEREUNDER OR $100.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF Acadium HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 

19. Non-Solicitation 

19.1 Businesses not to solicit Apprentices 

Businesses agree you will not solicit for hire by mail, phone, electronic communication, personal meeting, or any other means, either directly or indirectly, any apprentice met by you on our platform or through use of our Services, or whose name became known to you during your use of our Services without first having completed a subscribed Apprenticeship term.  Your agreement not to solicit means that you will not, during your use of our Services in any capacity, and for a period of one year thereafter, initiate any contact or communication, of any kind whatsoever, for the purpose of inviting, encouraging or requesting any apprentice met using our Services to accept any form of employment contract, contract for hire or off platform work agreement before first completing an Apprenticeship program. Upon completion of an Apprenticeship program through the use of our Services, you will be eligible to hire your recruited apprentice free of limitation. Notwithstanding the foregoing Business is responsible for paying any required wages in connection with the Apprenticeship and / or otherwise complying with any applicable employment laws in your jurisdiction.

19.2 Apprentices not to solicit Businesses

Apprentices agree you will not solicit for personal hire by mail, phone, electronic communication, personal meeting, or any other means, either directly or indirectly, any business or contact met by you on our platform or through use of our Services, or whose name became known to you during your use of our Services without first having completed a subscribed Apprenticeship term.  Your agreement not to solicit means that you will not, during your use of our Services in any capacity, and for a period of one year thereafter, initiate any contact or communication, of any kind whatsoever, for the purpose of seeking, inviting, encouraging or requesting any business contact met using our Services to propose any form of employment contract, contract for hire or off platform work agreement before first completing our Apprenticeship program. Upon completion of an Apprenticeship program through the use of our Services, you will be eligible for hire at your place of Apprenticeship free of limitation. Apprentices further acknowledge that they are prohibited from asking for payment in exchange for their work during the term of their Apprenticeship. Apprentices acknowledge that Apprenticeships accepted through the use of our Services are un-paid (unless wages are required under applicable employment laws) and made in exchange for the valuable consideration of work-related experience. Nothing in this provision will prevent businesses from offering financial compensation to their recruited apprentice should they be required to do so by applicable law or choose to do so in their sole and unsolicited discretion. 

 

20. General Terms

These Terms constitute the entire and exclusive understanding and agreement between Acadium and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Acadium and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable (by court of competent jurisdiction), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Acadium’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Acadium may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Acadium under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Acadium’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Acadium. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

These Terms and any action related thereto shall be governed by and construed in accordance with the laws of the province of Ontario, without regard to conflicts of law principles. The parties hereby irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting in Ottawa, Ontario.

It is the express wish of the parties that these Terms and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

 

21. Contact Information

If you have any questions about these Terms or the Services, please contact Acadium at hello@acadium.com.

 

1 MEMORANDUM

TO: Moe Abbas, GenM Inc.
FROM: Alexander Steffen, Renno & Co.
DATE: 22 November 2019
RE: Sample Clauses w/r to Arbitration and Class Action Waiver

Please noted that in Ontario and Quebec a waiver to prohibit a consumer’s right to participate in a class action is prohibited via section 8(1) of the Ontario Consumer Protection Act, 2002, and Québec has done the same via section 11.1 of its Consumer Protection Act. Nevertheless, a waiver may be valid in British Columbia (if it is not contrary to the BC Consumer Protection Act) and Alberta if it is approved my the “Minister”. Other Provinces do have have legislation w/r to Class Action Waivers.

In the US, it is permitted, as the Consumer Financial Protection Bureau (“CFPB”) was recently overturned (51-50) by the Republican majority US Congress. Some US States may have differing or conflicting rules but this is beyond the scope of this memo.

 

1.1 Arbitration Clauses

 

1.2 OntarioArbitrationActClause

  1. The Parties shall endeavor to resolve amicably any dispute in the ordinary course of business between the Parties’ representatives. If the Parties’ representatives are unable to resolve the dispute within thirty (30) days of a Party’s notice to the other Party regarding the said dispute, then the matter goes to arbitration.
  2. The Parties agree that any disagreement or dispute relating to this Agreement or resulting from its interpretation, application, or for calculating damages for breach of contract will be settled definitively by arbitration and excluding the courts, according to the laws of the Province of Ontario. Unless the parties decide otherwise in an arbitration agreement, the arbitration will be conducted under the aegis of an accredited arbitrator alone, permitted to practice in the Province of Ontario, and will be conducted in accordance with the rules of law and the provisions of the Ontario Arbitration Act, 1991, S.O. 1991, c. 17 in force at the time of the Dispute. The arbitration award shall be final, binding on the Parties, and without appeal.
  3. If a dispute goes to arbitration, the parties will share equal responsibility for the arbitrator’s fees and expenses.
  4. The provisions enumerated in this section do not hinder the right of either party to seek injunctive relief from the Court in order to limit immediate, serious and irreparable injury.

1.3 International Centre for Dispute Resolution Canada (ICDR® Canada) Clause

1. In the event of any controversy or claim arising out of or relating to this contract, or the breach thereof, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory solution. If they do not reach settlement within a period of [60] days, then any party may, by notice to the other party and ICDR Canada, request mediation under the Canadian Mediation Rules of ICDR Canada. If settlement is not reached within [60] days after service of a written request for mediation, any unresolved controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules. The number of arbitrators shall be three and the place of mediation and arbitration shall be in Ottawa, Ontario, Canada. The language of the arbitration shall be in English.

1.4 Mandatory Arbitration Provision Disallowing Class Actions, a

Class Action Waiver Provision, and a Jury Waiver Provision (other than Ontario and Quebec)

These Terms and Conditions are part of your service agreement with us (the “Agreement”) and constitute a contract under which we provide you Services under terms and conditions that you accept. THIS CONTRACT CONTAINS A MANDATORY ARBITRATION PROVISION THAT DISALLOWS CLASS ACTIONS, A CLASS ACTION WAIVER PROVISION, AND A JURY WAIVER PROVISION. In addition to these Terms and Conditions, there are several parts of the Agreement, which includes but is not limited to the following: (a) the subscriber agreement or transaction materials that you sign or accept; (b) the plan(s) that you chose as set forth in our written services and transaction materials that we provide or refer you to during the sales transaction (if your service plan is not specifically set forth in any online or printed materials, the requirements and terms set forth in the current Agreement and transaction materials apply, excluding service plan features such as pricing or minute, message, and data allocation); (c) and any confirmation materials that we may provide to you. It is important that you carefully read all of the terms of the Agreement.

1.5 Class Action Waiver

Class Action Waiver. THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.