Questions? - Site License Agreement

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TypeFocus Internet Site License Agreement - 2010

This is a binding legal agreement between us, the Licensor, TypeFocus Internet Inc., and the Subscriber, the organization (not the end users within the organization) intending to license the TypeFocus Careers Program (the "Service"). In exchange for the annual subscription fee, we grant the Subscriber, Its Administrators and End Users a limited right to use the Service. The Service includes access to our website (www.careers.typefocus.com). If the Subscriber accesses the Service, then the Subscriber is agreeing to be bound by this Site License Agreement. If the Subscriber doesn't agree, the Subscriber may not use or copy any of it.

We may make changes to this agreement at any time in the future. Any changes become effective when the subscription is renewed. It is the Subscriber's responsibility to check the new agreement on renewal, because that's what will apply. It will be posted at www.careers.typefocus.com/agreement.html

TERMS AND CONDITIONS:

1.0 Definitions

1.1
"Documentation" means any resource sheets, support materials or other documentation supplied with or within the Service.

1.2
"End User(s)" means employees, faculty, staff, students or clients officially affiliated with the Subscriber organization.

1.3
"Invoice" means the invoice Licensor faxes, mails or emails to the Subscriber that sets out the subscription fees negotiated between the Licensor and the Subscriber as well as any special conditions that apply to the subscription.

1.4
"Personal Information" is information about an End User that is personally identifiable like a name, address, email address, or phone number, and that is not otherwise publicly available.

1.5
"Site" means:

Any site access processed by the creation of a unique username and password and shall apply to any computer connected to the Internet.

A site is normally associated with a geographic location and under one central budget. For example, a university might have a remote campus but be under the one administrative umbrella. This would normally be construed as a single site. On the other hand, a group of universities under one association would have different geographic locations, different student bodies and likely different administrative budgets. In this case each university would be a single site.

1.6 "Client Administrator(s)" means any teacher, administrator or other professional, of the legal age of majority, located at a Site and who has formally been given administrative rights to access administrative reports. Each Client Administrator must also be an End User.

TERMS AND CONDITIONS:

2.0 Use License

2.1
We grant the Subscriber the right to use the Service for the term of this agreement. This is not an exclusive right and it can't be transferred to others.

2.2
End Users can access the Service from the Subscriber's Site by way of a site password that we give the Subscriber. In addition, End Users may access the Service from their home computers using this same site password.

2.3
The Resource Guide and other documentation may be copied for use with the Service at the Subscriber's Site. End Users may make screen prints from the Internet.

2.4
This is a grant of a license, not a transfer of title, and under this license neither the Subscriber nor any End User is permitted to copy, post, modify, transmit or use the Service, including its content, in any manner not expressly authorized by this Site License Agreement.

3.0 Ownership

3.1
The Service, including all text, photographs, and other content, is protected by copyright laws and international treaties. Unauthorized use of the Service may violate copyright, trade-mark and other laws. If the Subscriber copies any part of the Service or Documentation, copyright notices must be reproduced. TypeFocus^TM is a registered trademark of TypeFocus Internet Inc. and trademark notices must be included in the copyright notice as well.

3.2
The Subscriber must make its best efforts to prevent any illegal use of the Service by Site Administrators, other End Users, or anyone else associated with the Subscriber's Site. The Subscriber is solely responsible for the security of its username and password and for all access to the Service by means of its username and password.

3.3
The Subscriber is encouraged to share their Site's password with all End Users. However, the Subscriber may not post their access information on a publicly available website, as this may allow unauthorized access to the Service.

4.0 End User Reports

4.1
TypeFocus Careers includes a number of reports that provide a way for End Users to save and organize information they create while using the TypeFocus Careers Program. These reports are stored electronically on our secure server.

4.2
Access to an End User's personal reports is limited by the use of a username and password chosen by the End User when he or she registers with the program.

4.3
A Client Administrator may also access some of the personal reports of End Users at the site that he or she administers.

4.4
The Subscriber, Client Administrator(s) and End Users are responsible for maintaining the confidentiality of the personal usernames and passwords. While we provide limited access to the personal reports for the benefit of our subscribers and End Users, we do not have an obligation to monitor the use of the personal reports.

4.5
The personal reports are provided for personal use only. It must be used only for the purpose of collecting, organizing and storing individual personal, career, education and life planning information and related materials for the purpose of career/life planning. Any unauthorized commercial use of these reports are not allowed.

4.6
The Subscriber is responsible for each End User who registers for the Services under Subscriber's subscription. If any End User requires consent of a parent or guardian to use the Service under any applicable law or policy, the Subscriber is responsible for ensuring that such consent has been obtained. The Subscriber warrants that the personal reports will not be used in any way or for any purpose that is unlawful or prohibited by the terms of this agreement. The Subscriber also agrees to notify us immediately upon becoming aware of any unauthorized use of the personal reports.

4.7
We reserve the right to terminate the access of any End User or Client Administrator at any time.

5.0 Personal Reports and Privacy

5.1
It is our policy to respect the privacy of End Users. Under no circumstances do we rent or sell End User lists or Personal Information to any third party. Nor do we share such information with any third party, except under the circumstances described in subsection 5.4.

5.2
Usernames and passwords are known only to the End Users and to the registered Client Administrators. In addition, our employees may occasionally access usernames, passwords and Personal Information in the course of their work duties, which include ensuring proper service and remedying technical problems. If our employees become privy to any such information in the course of their work duties, they are bound to maintain confidentiality.

5.3
We use physical, electronic and procedural safeguards to protect Personal Information. However, no security measures are foolproof and we are not responsible if security is breached by an End User or any other person.

5.4
It is possible that we may be required to provide usernames, passwords or Personal Information in order to satisfy a particular law, regulation, legal process, law enforcement or governmental request. Accordingly, we must reserve the right to monitor, review, retain or disclose any information as necessary under those circumstances.

6.0 Subscription Fees

6.1
The Subscriber agrees to pay us the applicable subscription fees as indicated on the invoice the Subscriber receives from us.

6.2
Invoices shall be paid within thirty (30) days of receipt. All taxes, shipping and handling are in addition to the Subscription Fees and shall be paid by the Subscriber. We reserve the right to suspend the Service, if any fees or charges are not paid when due.

7.0 Limitation of Liability

7.1
While we have made extensive efforts to ensure that the content included in the Service is accurate, we cannot guarantee that the information is free of errors or omissions. Nor can we guarantee that it will achieve any specific purpose. We do not promise that the Service will be compatible with every Internet browser or with every workstation. And we cannot guarantee that the Service will be uninterrupted or error-free or that the Service and its server will always be free of computer viruses or other harmful mechanisms. The links we provide to other websites are for the Subscribers' convenience; we do not control or endorse them and we are not responsible for their content. In other words, WE ARE PROVIDING THE SERVICE TO THE SUBSCRIBER "AS IS", WITHOUT WARRANTEES OF ANY KIND. WE DISCLAIM AND SUBSCRIBER WIAVES ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED.

7.2
We are not liable for any type of damages arising out of the use of or inability to use the Service. The Subscriber agrees that our liability to Subscriber, any End User or any other person for any kind of damages, no matter what they are or who caused them, will not exceed the Subscription Fees paid to us by the Subscriber during the current subscription term. This provision will apply to the maximum extent permitted by law.

8.0 Rights of Licensor

8.1
We can add or subtract services, features and information from any portion of the Service provided on the Internet, without warning. However, notification of any such changes will be provided by notices posted prominently within the Service.

8.2
Any rights not expressly provided for in this agreement are reserved to us.

9.0 Termination of Agreement

9.1
This Site License Agreement shall immediately terminate without notice or any other act upon:
(i) Subscriber's failure to pay any subscription fee or renewal fee when due; (ii) the attempted illegal copying, distribution, transfer, assignment, lease or sale of the Service, or rights thereto, without the prior written consent of the Licensor; (iii) notice in writing given by one party to the other upon the violation by that party of any provision of this Agreement.

9.2
Paragraphs 1, 3, 5, 7, 8.2, 9, 10, 11 and 12 will continue even after the termination or expiration of this Site License Agreement.

10.0 Indemnity

10.1
If a third party makes a legal claim against us as a result of the use of the Service by Subscriber or any of its End Users, then the Subscriber agrees it will compensate us for any damages or costs we have to pay, including legal fees and expenses.

11.0 General Provisions

11.1
If we waive, delay or fail to exercise any right, provision or entitlement in this agreement, that does not mean that we are waiving any other provision, right or entitlement in it.

11.2
This Site License Agreement and the Invoice constitute the entire agreement between the parties and supersede all prior agreements and understandings, oral and written, express or implied, by and between any of the parties with respect to the subject matter of this Agreement. No amendment, modification or waiver of this Site License Agreement or Invoice shall be binding unless in writing and signed by a duly authorized representative of both parties.

11.3
This Site License Agreement is governed by the laws of the Province of British Columbia and Canada. The Subscriber agrees to the non-exclusive jurisdiction of the courts located in British Columbia.

11.4
If one or more of the provisions contained in this Site License Agreement are judged to be invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions will not be affected or impaired as a result, unless the essential purpose of this Agreement is undermined by such judgment.

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