Last updated: September1, 2021

Scope

These Terms of Use constitute a binding agreement (the “Agreement”) between you and CEATI International, Inc. (“CEATI”), the owner, operator and provider of the website available at www.ceati.com (the “Site”), including the MyCEATI Portal available on the Site (the “Portal”).


BY ACCESSING AND USING THE SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU ARE PROHIBITED FROM USING OR ACCESSING THE SITE IN ANY WAY. 


The Site, and any data, materials, publications and any other information made available on the Site (the “Content”), is owned or otherwise provided by CEATI or its licensors strictly in accordance with the terms and conditions of this Agreement and is protected by Canadian and international copyright laws.


Registration and Account 

In order to access and use the Portal, you may be required to register and obtain a user account (an “Account”) by completing the registration process designated by CEATI. As part of this registration process, you may be required to provide CEATI with a range of information, as prompted by the Account registration form, including your name, the name of your employer or company and contact details. The information provided by you during the Account registration process is subject to verification by CEATI, and CEATI may accept or reject your Account and/or your use of the Portal in its sole discretion. By creating an Account, you certify that all information you provide is complete and accurate. You agree to update your information on your Account when required or requested. 


You are responsible for maintaining the confidentiality of, and restricting access to, your Account and its associated password, and you agree to accept sole responsibility for all activities that occur under your Account. You agree to notify CEATI immediately at it@ceati.com of any breach of security or unauthorized use of your Account.


Your access to and use of your Account and the Portal are conditional upon you remaining a member in good standing of CEATI, or you remaining employed by an organization that is a member in good standing of CEATI and has agreed to grant you access to the Portal, as applicable. You acknowledge and agree that: (i) your use of the Site is conditional upon the membership agreement entered into between CEATI and you or such organization, as applicable (the “Membership Terms”) remaining in full force and effect; (ii) the scope of the Content to which you have access is subject to the terms and conditions of the Membership Terms; and (iii) your access to all or certain portions of the Site and Content will be revoked immediately upon the termination of the Membership Terms. As used in this Agreement, the term “Member” shall refer to either: (a) you, if you have entered into the Membership Terms directly with CEATI; or (b) the organization which employs you, if that organization has entered into the Membership Terms directly with CEATI.


Consent to Use of Data

In order to access and use certain portions of the Site, you may be required to provide certain personal information to CEATI, including your name, your contact information and other personal information. You consent to the collection, use and processing of this information by CEATI for the purposes of managing access to your Account and providing you with services relating to the Site. 


CEATI may disclose your personal information to any third party service providers who process personal information on CEATI’s behalf and to any third party service providers who provide products, services or information to users through the Site or on behalf of CEATI. Some of these service providers may be located in foreign jurisdictions and your personal information may be collected, used, disclosed, stored or processed in such foreign jurisdictions and will then become subject to the legal requirements of these jurisdictions, including lawful requirements to disclose personal information to the governmental authorities in those jurisdictions.


Your personal information will be held in CEATI’s offices or on its servers or those of its service providers, and will be accessible by persons that require it for the purposes of their duties. To the extent permitted by applicable law, you may request access and correction of your personal information held by CEATI by sending an email to subscribe@ceati.com. By agreeing to the terms and conditions of this Agreement, you agree to the collection, use and disclosure of your personal information as outlined above. 


CEATI may collect and use technical data and related information relating to your use of the Site and Content, including but not limited to technical information about the device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of updates, product support and other services to you by CEATI. CEATI may also collect and use data collected through the Site, such as responses to surveys, in aggregate form for analytics, market research and reporting purposes. CEATI may otherwise use this information, provided it is in a form that does not personally identify you, to improve its products, to provide services or technologies to you or others, or to generate benchmarking or market research reports.


CEATI may also use, store and disclose your personal information as permitted or required by law.


Proprietary Rights

The Site is owned and operated by CEATI. You acknowledge and agree that the Site and Content constitute valuable proprietary, confidential and trade secret information of CEATI. You acknowledge that, as between CEATI and you, any and all right, title and interest in and to the Site and all Content accessible through the Site, including any and all patents, copyrights, trademarks, trade secrets and other intellectual property rights therein in any jurisdiction (collectively, “CEATI IP”) shall be owned by CEATI. 


For greater certainty, and without limiting the foregoing, CEATI’s ownership rights extend to (and CEATI IP includes) any and all publications, research materials, surveys, meeting materials, tools and other content and materials available on the Site, including any improvements, amendments, modifications, enhancements, revisions, alterations or derivatives thereof, whether based on your feedback, contributions, input or otherwise. You are not entitled to any ownership rights or compensation or reimbursement of any kind in connection with any feedback, contributions or input resulting in the development of or improvements to CEATI IP. 


You shall not, in any manner, misappropriate, infringe upon or dispute the validity, enforceability or ownership of any CEATI IP. Any unauthorized use of CEATI IP is prohibited. CEATI reserves the right at all times to license any CEATI IP to other parties under terms and conditions to be determined by CEATI.


Trademarks and logos (collectively, “Marks”) displayed on the Site are registered or unregistered Marks of CEATI or others, are the property of their respective owners, and may not be used without the written permission of the CEATI or the owner of such Marks, as applicable.


Limited License

Subject to your ongoing compliance with this Agreement, CEATI grants to you a limited, non-exclusive, revocable and non-transferable license to use the Site and Content made available to you by CEATI, solely for your own internal business purposes. When using the Site and Content as authorized by this Agreement, you must: (i) keep intact any and all copyright and other proprietary notices attributing ownership of the Site and Content to CEATI; and (ii) make no modifications to the Site or Content. You must not, for profit or otherwise, distribute, publish, copy, license, sell, transfer, assign, lease or otherwise dispose of or use any Content or any other proprietary materials of CEATI, except with the prior written consent of CEATI. All rights not expressly granted to you under this Agreement are reserved by CEATI or its licensors.


Confidentiality

You acknowledge that CEATI has expended considerable efforts and resources in developing the Content, which includes confidential and proprietary materials, information, procedures and trade secrets. You accordingly agree to maintain the Content in strict confidence and not to, in any way, use, distribute, disclose or reveal any Content to any other party except to the extent expressly agreed to in writing by CEATI. 


Restrictions

You may access and use the Site and Content only for lawful purposes and solely in accordance with this Agreement. Your continued access to the Site and Content is contingent upon your agreement to act in a reasonable and responsible manner. You must not, and you must not request, authorize or encourage any other person to: 


  • engage in any activities through or in connection with the Site that cause or seek to cause harm to any individuals or entities, or that are unlawful, offensive, obscene, violent, threatening, harassing, or abusive, or that violate any right of any third party;
  • modify, translate, adapt or otherwise create derivative works or improvements based on the Site or Content; 
  • engage in any activity that interferes with a user’s access to the Site or the proper operation of the Site, or otherwise causes harm to the Site or Content, CEATI, a third party or other users of the Site; 
  • interfere with or circumvent any security feature of the Site or Content, or any feature that restricts or enforces limitations on use of or access to the Site or Content; 
  • upload invalid data, viruses, worms or other software agents through the Site;
  • attempt to gain unauthorized access to the Site, computer systems or networks connected to the Site, through hacking, password mining, or any other means; 
  • use any robot, application or other automated means to access, copy, scrape or index any portion of the Site;
  • access the Site through any technology or means other than those authorized by CEATI;
  • use the Site or any data obtained through the Site to send any unsolicited or unauthorized advertising, solicitations, promotional materials, spam or other commercial electronic messages; or 
  • otherwise violate this Agreement or applicable law or use the Site or Content in a way that is inconsistent with this Agreement or applicable law. 


CEATI will delete or request the removal of any users or Accounts, in its sole discretion and without liability, based on unacceptable or prohibited use. CEATI may choose not to give notice or explanation of such deletion or removal. CEATI also reserves the right to take appropriate legal action, including referral to law enforcement authorities, for any illegal or unauthorized use of the Site.


Member Data

The Portal may include features and areas in which users may create, upload, transmit or store text, photos, videos, graphics, items or other materials, subject to the terms and conditions of the applicable Membership Terms (“Member Data”). To the extent you use the Portal to share any Member Data, you represent that you have either: (i) granted a licence to such Member Data directly to CEATI in accordance with the terms and conditions of the Membership Terms entered into between you and CEATI (where you are a Member); or (ii) granted sufficient rights in such Member Data to the organization which employs you and is a member in good standing of CEATI, so that the organization may grant a licence to such Member Data to CEATI in accordance with the terms and conditions of the Membership Terms entered into between the organization and CEATI (where such organization is a Member). In all cases, use of Member Data by CEATI remains subject to the terms and conditions of the applicable Membership Terms.


Third-Party Materials

The Site may display, utilize, include or make available third party content (including data, information, applications and other products, services or materials) or provide links to third party websites or services (“Third Party Materials”). You acknowledge and agree that CEATI is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, legality, quality or any other aspect thereof. CEATI does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials may be subject to such third parties’ terms and conditions, and you agree to comply with same. 


Termination

This Agreement remains in effect for as long as you maintain your ability to access the Site in accordance with the terms and conditions set forth in this Agreement. You may terminate your use of the Portal at any time by sending an email to support@ceati.com. Such termination remains subject to the rights and obligations set forth in the Membership Terms. For greater certainty, termination of a CEATI membership must be addressed between each Member and CEATI in accordance with the terms and conditions set forth in the applicable Membership Terms.


CEATI reserves the right to cancel your access to all or part of the Site and your Account and terminate this Agreement at any time for any reason, with or without notice to you, if you violate any provision of this Agreement or if the Membership Terms which govern your access rights are terminated or expire.


Upon expiration or termination of this Agreement for any reason, all rights granted by CEATI to you shall immediately cease. Expiration or termination of this Agreement shall not affect any of the provisions contained herein which by their nature are intended to survive and continue in effect after such expiration or termination, including Sections 3, 4, 6, 11, 12, 13, 15, 16 and 17.


Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ALL CONTENT ARE PROVIDED BY CEATI “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, AND CEATI HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, WHETHER EXPRESS, STATUTORY, LEGAL OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, OF DURABILITY, OF TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CEATI DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE OR CONTENT, THAT THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR CONTENT WILL BE ACCURATE OR RELIABLE. FOR GREATER CERTAINTY, YOU ARE SOLELY RESPONSIBLE FOR ANY BUSINESS DECISIONS YOU MAKE IN CONNECTION WITH YOUR USE OF THE SITE OR CONTENT.


Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CEATI OR ITS DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, LICENSORS, REPRESENTATIVES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR WITH RESPECT TO LOSS OF OR DAMAGE TO DATA, LOST PROFITS OR SAVINGS OR BUSINESS INTERRUPTION, TRADING LOSSES OR TRANSACTION LOSSES OR ANY OTHER CONSEQUENTIAL ECONOMIC LOSS OF ANY KIND OR NATURE WHATSOEVER SUFFERED BY YOU OR ANY THIRD PARTY HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR CEATI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIABILITY OF CEATI FOR DAMAGES SUFFERED BY MEMBERS SHALL BE GOVERNED BY THE TERMS AND CONDITIONS OF THE APPLICABLE MEMBERSHIP TERMS.


Indemnification

You agree to indemnify, defend and hold CEATI and its affiliates harmless from and against any and all losses, liabilities, claims, costs, fines, and damages of any type (including legal fees) arising out of or in any way related to: (i) your use of the Site or Content; (ii) your violation of the terms and conditions of this Agreement; or (iii) your violation of applicable laws or the rights of third parties.


Amendments

Your use of the Site and Content is subject to the most current version of this Agreement in force at the time of such use. To the fullest extent permitted by applicable law, CEATI reserves the right to unilaterally update or modify this Agreement from time to time at its sole discretion without seeking your consent or providing notice to you. It is your responsibility to regularly check the Site to view the then-current Agreement applicable to your access to and use of the Site. Your continued use of the Site following any changes to this Agreement constitutes your acceptance of such changes. If you do not agree to any change, you must stop using the Site. 


Governing Law

Except where prohibited by applicable law, this Agreement is governed by and interpreted in accordance with the laws of the Province of Ontario, Canada, without reference to conflict of laws principles, and the laws of Canada applicable therein. Except where prohibited by applicable law, any disputes in relation to this Agreement or the use of the Site shall be brought to the courts of competent jurisdiction of the courts of the Province of Ontario. 


Interpretation

This Agreement and any applicable Membership Terms constitute the entire agreement between you and CEATI with respect to the Site and Content. In the event of a conflict or inconsistency between this Agreement and any applicable Membership Terms, the Membership Terms shall prevail.


Additional Provisions

This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and CEATI. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without CEATI’s prior written consent. CEATI may assign, transfer or sublicense any or all of its rights or obligations under this Agreement without restriction. The failure of CEATI to act with respect to a breach of these this Agreement does not constitute a waiver and shall not limit CEATI with respect to such breach or any subsequent breaches. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” CEATI will not be responsible for any failure to fulfill any obligation due to any cause beyond its control. The parties hereto have expressly requested that this Agreement and any documents related thereto be drafted in English. Les parties aux présentes ont expressément requis que la présente convention et tous les documents y afférant soient rédigés en langue anglaise. 


Contact Us

CEATI welcomes your feedback and advice about the Site as it helps improve its products and services. You agree that any advice or feedback you provide to CEATI is provided for free and for CEATI to use in any way it so chooses. 


If you have an issue or need support related to your use of the Site, please contact CEATI via email at support@ceati.com