This is an agreement between you (“you”) and Metropolitan Action Committee on Violence Against Women and Children (“METRAC”, “we”, “us” or “our”) (the “Agreement”). This Agreement governs your access to and use of the services identified in Section 1 (the “Services”). By using or accessing the Services, or by agreeing to these terms where the option is made available to you on the Website, you agree to the terms of this Agreement without modification by you. If you do not agree, you are not permitted to use the Services.
From time to time, METRAC may amend the terms and conditions of this Agreement. If we do, we will notify you, either through the Website, in an email, SMS, or telephone message, or through other reasonable means. If you access or use the Services after the date the change becomes effective, you consent to the changed terms. If you do not agree to the changes, you must stop using and cancel the Services immediately.
WITHOUT LIMITING ANYTHING ELSE IN THIS AGREEMENT, YOU AGREE AND UNDERSTAND THAT YOUR USE OF THE SERVICES, THE WEBSITE, AND YOUR METRAC ACCOUNT SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND ON AN “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WILL NOT OCCUR.
(1) Description of Services
METRAC provides services in connection with a safety information notification system which facilitates the sharing of information (including safety alerts) related to sexual violence in Toronto (including sexual assault, sexual harassment, and rape), available through the www.metrac.org/sisto website (including any subdomains thereof), METRAC’s Facebook feed (located at https://www.facebook.com/metracorg, including any subdomains thereof), METRAC’s Twitter feed (located at https://twitter.com/METRACorg, including any subdomains thereof), and/or other applications (including mobile device applications) which we may make available to you from time to time to access the Services (the “Website”). METRAC will provide you with an account (your “METRAC Account”) and access to the Services, which you may use pursuant to the terms of this Agreement.
In order to create, access, or use your METRAC Account or access or use the Services, you may be required to visit third party website(s) or to download, install, access, or use third party software applications (including mobile device applications) (“Third Party Websites”). Your access to and use of Third Party Websites may be subject to additional terms and conditions specified on such Third Party Websites (“Third Party Terms and Conditions”), including terms and conditions specifying how such third parties and Third Party Websites may collect and use information about you and your use of the Services or the Third Party Websites. For greater certainty, notwithstanding anything to the contrary within any such Third Party Terms and
Conditions, this Agreement shall at all times apply in respect of your access to and use of the Services.
The particular features provided as part of the Services will be set out in more detail on the Website and may depend on your selection (upon your subscription to the Services on the Website) of particular modes of communication, which features and selections are incorporated into this Agreement by reference. In particular, as part of the Services, you may select to receive information or updates via emails, phone calls, text/SMS messages, and/or mobile application notifications and you may change your preferences at any time via the Website.
If you are an individual, note that the Services are only made available to, and may only be used by, individuals who are 18 years of age and older who can form legally binding contracts under applicable law. If you are an individual, you represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Individuals under the age of 18 must at all times use the Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all cases, the adult is the user and is responsible for any and all activities.
Some of METRAC’s Services allow you to download client software. METRAC grants to you a limited, non-exclusive, non-transferable, revocable license to use such software solely to access the Services and subject to the terms of this Agreement and any additional terms provided in connection with such software. We may automatically update such software and you hereby consent to receiving such updates.
(2) Content Ownership
You represent, warrant and agree that any information or content (including, without limitation, any suggestions for messages or information to be contributed to the Services) that you provide to METRAC in connection with the Services (“Content”) is owned by you or that you have a valid and legal license agreement authorizing you to publish, use, or otherwise transmit the Content to the public, including the right to grant METRAC all rights set out in this Agreement.
METRAC does not claim ownership rights in your Content. You grant METRAC a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) license to (i) exercise the copyright, publicity, and database rights that you have in the Content, in any media now known or not currently known, with respect to your Content; and (ii) use the Content in connection with the provision of the Services. You agree to allow METRAC to store, translate, distribute, re-transmit, or re-format your Content on and through the Website in any way METRAC chooses.
Without limiting any of the foregoing, if you submit any comment, suggestion or feedback to METRAC you acknowledge and agree that it may be used by METRAC without any obligation to you and you waive any moral rights you may have in it. You grant METRAC a worldwide,
irrevocable, royalty-free, perpetual license to use, modify, publish, copy, publish, distribute and otherwise exploit any such comment, suggestion or feedback and to sublicense such rights. METRAC shall have no obligation to publish, distribute or otherwise exploit any comment, suggestion or feedback provided by you and METRAC does not guarantee that any such comment, suggestion or feedback will be reviewed by METRAC nor that it will be published or distributed on or through the Website.
As between you and METRAC, METRAC owns or has obtained the necessary rights to use the Website, and all software, hardware, and related documentation that is used to provide the Services. METRAC reserves all rights, not expressly granted to you in this Agreement, in and to the Services, the Website, and any other related software, content, and intellectual property rights related thereto, including all METRAC graphics, logos, designs, page headers, button icons, and scripts.
(3) Your Responsibilities
You are solely responsible for maintaining the security of your METRAC Account and Content and you are fully responsible for all activities that occur within that account and any other actions taken on your METRAC Account or otherwise in connection with the Services, including actions taken by your designates, agents, contractors, and employees and all individuals that access your METRAC Account on your behalf (“Your Users”). METRAC identifies you by the usernames and passwords that are connected with your account. After successful login to your account, all actions are deemed to be taken by you. You agree to immediately notify METRAC of any unauthorized use of your account or any other breaches of security. You are solely responsible for maintaining and backing-up your Content.
You are entirely responsible for the Content and any harm, damages, allegations of misappropriation resulting from the Content, regardless of the nature of the Content in question. By accessing or using the Services, accessing the Website, and/or providing Content to METRAC, you represent, warrant and agree that:
(a) your use and Your Users’ use of the Services and the uploading, downloading, reproduction, presentation and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
(a) the Content does not contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
(b) neither you, nor Your Users, will attempt to hack, reverse engineer the Services or related software, nor engage in any operation or behavior designed to break or thwart the security system of the Services;
(c) the Content is not spam, is not machine or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites
or to further unlawful acts (such as phishing) or mislead recipients as to the source of the Content (such as spoofing);
(d) the Content does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
(e) the Content and your use, or Your Users’ use, of the Services is not defamatory, trade libelous, unlawfully threatening, unlawfully harassing, and does not impersonate or intimidate any person, or falsely state or otherwise misrepresent your affiliation with any person;
(f) the Content is not obscene and does not contain any pornography, including child pornography;
(g) the Content and your use, or Your Users’ use, of the Services is not false, fraudulent, inaccurate, or misleading;
(h) the Content and your use, or Your Users’ use, of the Services does not violate this Agreement or any applicable law, statute, ordinance, or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, anti-spam, or false advertising);
(i) the Content hosted on the Services will not use the Services as a broadcast engine to generate spam or engage in unethical marketing, and the Services are not intended to be used as a broadcasting service; and
(j) you will not use the Services or Website for any commercial purpose.
(4) Termination of Services
If you or Your Users violate this Agreement, then METRAC may, in its sole and absolute discretion: (i) remove, destroy, or limit distribution of your Content, (ii) suspend or cancel your or Your Users’ access to the Services, (iii) disable or terminate your METRAC Account (which means that you may no longer have access to those METRAC services, or Content connected to your METRAC Account), (iv) refer such activity to appropriate authorities, and/or (v) terminate this Agreement.
You may cancel or terminate the Services at any time by de-activating your account according to the instructions available through the www.metrac.org/sisto website (or subdomain(s) thereof) and/or applicable Third Party Websites.
If the Services are canceled or terminated (whether by you or us), your right to use and access the Services stops immediately. If the Services are canceled or terminated, or if your METRAC Account is closed, we may delete information or Content associated with your METRAC Account. We are under no obligation to return Content to you.
YOU AGREE AND UNDERSTAND THAT YOUR USE OF THE SERVICES, THE WEBSITE, AND YOUR METRAC ACCOUNT SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND ON AN “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WILL NOT OCCUR. YOU AGREE AND UNDERSTAND THAT THE SERVICES AND THE WEBSITE ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE ADVICE, LEGAL OR OTHERWISE, OF ANY KIND.
TO THE FULLEST EXTENT PERMITTED BY LAW, METRAC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND AFFILIATES DISCLAIM ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, LEGAL, OR IMPLIED, ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, WITH RESPECT TO THE SERVICES, THE CONTENT, THE WEBSITE, YOUR METRAC ACCOUNT, CONTENT PROVIDED BY THIRD PARTIES, ANY THIRD PARTY WEBSITES, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS OF MERCHANTABLE QUALITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ERROR-FREE OR UNINTERRUPTED SERVICE, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, CURRENCY AND COMPLETENESS.
METRAC MAKES NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE WEBSITE (INCLUDING ANY THIRD PARTY WEBSITES) AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY, PROPERTY, BODILY, MORAL OR MATERIAL DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES OR THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE OR SERVICES BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE OR THE SERVICES.
METRAC DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY YOU OR BY A THIRD PARTY THROUGH THE SERVICES, THE WEBSITE, ANY HYPERLINKED WEBSITE, ANY THIRD PARTY WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND METRAC WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY (INCLUDING CUSTOMERS OR ADVERTISERS). AS WITH THE PURCHASE OR SALE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROVISIONS OF THE UNITED NATIONS
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS ARE HEREBY DISCLAIMED.
(6) Indemnity and Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT METRAC SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF METRAC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS, CONDUCT, ACTS, OR OMISSIONS OF ANY THIRD PARTY; (V) DISTRIBUTION OF ERRONEOUS MESSAGES OR INFORMATION PROVIDED VIA THE SERVICES; (VI) DELAYED TRANSMISSION OR NON-TRANSMISSION OF ANY MESSAGE OR INFORMATION RECEIVED BY METRAC IN CONNECTION WITH THE SERVICES; OR (Vii) ANY OTHER MATTER RELATING TO THE SERVICES. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, METRAC IS FOUND TO BE LIABLE FOR ANY DAMAGES HEREUNDER, OR OTHERWISE IN CONNECTION WITH THE SERVICES, UNDER NO CIRCUMSTANCES WILL METRAC BE LIABLE FOR ANY AMOUNT IN EXCESS OF CAD $1.00. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THE WEBSITE MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. For greater certainty, under no circumstances shall METRAC be held liable for any delay or failure of the Website and/or any of the Services and/or any information on the Services directly or indirectly resulting from, arising out of, or in connection with events beyond the reasonable control of METRAC, including, without limitation, internet failures, equipment failures, electrical power failures, strikes, labour disputes, riots civil disturbances, shortages of labour or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, governmental actions, orders of courts, tribunals or non-performance of third parties.
You acknowledge and agree that the limitations set out above form an integral part of this Agreement and that METRAC is relying on these limitations and exclusions of liability in providing the Services on the terms and conditions set out in this Agreement.
You agree to indemnify, defend, and hold harmless METRAC, and its subsidiaries, affiliates, directors, officers, employees and agents from and against any claim or demand, including legal fees, arising out of or related to your Content, your or Your Users’ use of the Services, your connection to the Services, your violation of this Agreement, and/or your violation of any rights of a third party.
This Agreement, together with any other legal notices published by METRAC on the Website, shall constitute the entire agreement between you and METRAC concerning the Services and the Website. METRAC may assign this Agreement, in whole or in part, at any time without notice to you. You may not assign this Agreement or transfer any rights to access or use the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and METRAC’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein. The courts of the Province of Ontario have exclusive jurisdiction over this Agreement, without regard to conflict of laws principles. Upon accepting this Agreement, you agree that the Services are offered, accepted, and fully performed within the Province of Ontario. It is the express wish of the parties that this agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que tous les documents y afférents soient rédigés en anglais.
(8) How to Contact METRAC
We are located at: METRAC 158 Spadina Road
You can also reach us at:
Main number: 416-392-3135
Fax: 416-392-3136 E-mail: firstname.lastname@example.org