TERMS OF USE

In consideration of the mutual covenants and agreements herein contained and the sum of one dollar ($1.00) of lawful money of Canada and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, We and You covenant, promise and agree as follows:

  1. Acceptance of the Terms of Use
    1. These terms and conditions of use for the SEPTRE Platform, constitute a legal agreement and are entered into by and between You ("You", "Your", "User"") and SEPTRE Research Software Inc. ("SEPTRE", "We", "Us", "Our"). The following terms and conditions together with any documents and/or additional terms they expressly incorporate by reference (collectively, these "Terms of Use"), govern Your access to and use, including any content, functionality, and services offered on or through SEPTRE Platform.
    2. BY (II) USING ANY ELEMENT OF THE SEPTRE PLATFORM OR (II) CHECKING THE "ACCEPT" BOX, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS OF USE AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SEPTRE PLATFORM.
    3. By using the SEPTRE Platform, You represent and warrant that You are the legal age of majority under applicable law to form a binding contract with the SEPTRE and meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the SEPTRE Platform.
  2. Definitions
    1. "Confidential Information" has the meaning as defined in Section 8.
    2. "Derivative Data" had the meaning as defined in Section 13.
    3. "Discloser" has the meaning as defined in Section 8.1.
    4. "Feedback" has the meaning as defined in Section 7.1.
    5. "Interactive Functions" has the meaning as defined in Section 4.3.
    6. "Open-Source Component" means any software component that is subject to:
      1. an open-source copyright license agreement, including any GNU General Public License or GNU Library or Lesser General Public License, that has been approved by the open-source initiative;
      2. any other obligation, restriction or license agreement that:
        1. substantially conforms to the open-source definition as prescribed by the open-source initiative; or
        2. may otherwise require disclosure or licensing to any third party of any source code with which such software component is used or compiled.
    7. "Personal Information" means information about an identifiable individual and includes Personal Health Information as defined in Section 2 of the Personal Information Protection and Electronic Documents Act, SC 2000, c5.
    8. "Privacy Policy" means the SEPTRE privacy policy located here.
    9. "Recipient" has the meaning as defined in Section 8.1.
    10. "SEPTRE" has the meaning as defined in the preamble.
    11. "SEPTRE Platform" means: (i) the software-as-a-service platform offered by SEPTRE for creating and managing clinical trial protocols; (ii) the Website; and (iii) all other software, hardware, and systems used by SEPTRE to host and make the SEPTRE Platform available for User's use and access.
    12. "Submit" has the meaning as defined in Section 6.2.
    13. "Terms of Use" has the meaning as defined in the preamble.
    14. "User Submissions" has the meaning as defined in Section 6.2.
    15. "We", "Us", "Our" has the meaning as defined in the preamble.
    16. "Website" means any websites used by SEPTRE to make the SEPTRE Platform available, and includes the website located at www.spiritprotocol.com.
    17. "You", "Your", "User" has the meaning as defined in the preamble.
    18. "Your Data" means any data, information, content, records, and files that You load, transmit to or enter into the SEPTRE Platform or otherwise provide to SEPTRE, and any data, information, content, records and files that the SEPTRE Platform obtains from Your servers or systems or from third parties on Your behalf (including Personal Information of Users), including any and all intellectual property rights in any of the foregoing.
  3. Modifications to the Terms of Use and to the SEPTRE Platform
    1. We reserve the right in Our sole discretion to revise and update these terms and conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the SEPTRE Platform. You agree to periodically review the terms and conditions in order to be aware of any such modifications and Your continued use shall be Your acceptance of these.
    2. The information and material on the SEPTRE Platform, and the SEPTRE Platform may be changed, withdrawn or terminated at any time in Our sole discretion without notice. We will not be liable if for any reason all or any part of the SEPTRE Platform is restricted to users or unavailable at any time or for any period.
  4. Your Use of the SEPTRE Platform and Account Set-Up and Security
    1. User is responsible for obtaining their own access to the SEPTRE Platform. User is required to ensure that all persons who access the SEPTRE Platform through a User's internet connection are aware of these Terms of Use and comply with them. User is responsible for any security breaches or performance issues relating to accessing the SEPTRE Platform.
    2. The SEPTRE Platform requires user registration. It is a condition of Your use of the SEPTRE Platform that all the information You provide on the SEPTRE Platform is correct, current, and complete.
    3. Your provision of registration information and any submissions You make to the SEPTRE Platform through any functionality (collectively, "Interactive Functions") constitutes Your consent to all actions we take with respect to such information consistent with Our Privacy Policy.
    4. Any user name, password, or any other piece of information chosen by You or provided to You as part of Our security procedures, must be treated as confidential, and You must not disclose it to any other person or entity. You must exercise caution when accessing Your account from a public or shared computer so that others are not able to view or record Your password or other Personal Information. You understand and agree that should You be provided an account, Your account is personal to You or Your organization and You agree not to provide any other person with access to this SEPTRE Platform or portions of it using Your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of Your user name or password or any other breach of security. You also agree to ensure that You logout from Your account at the end of each session. You are responsible for any password misuse or any unauthorized access.
    5. We reserve the right at any time and from time to time, to disable or terminate Your account, any user name, password, or other identifier, whether chosen by You or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms of Use.
    6. You are prohibited from attempting to circumvent and from violating the security of this SEPTRE Platform, including without limitation: (a) accessing content and data that are not intended for You; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting SEPTRE Platform owner's ability to monitor the SEPTRE Platform; (f) using any robot, spider, or other automatic device, process, or means to access the SEPTRE Platform for any purpose, including monitoring or copying any of the material on the SEPTRE Platform; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the SEPTRE Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mail-bombing or crashing; (i) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the SEPTRE Platform (j) create any "links" to or "frame" or "mirror" of the SEPTRE Platform or any portion thereof; or (k) otherwise attempting to interfere with the proper working of the SEPTRE Platform.
  5. Intellectual Property Rights and Ownership
    1. You understand and agree that the SEPTRE Platform and its entire contents, features, and functionality, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by SEPTRE, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
    2. SEPTRE name and all related names, logos, product and service names, designs, images and slogans are trademarks of SEPTRE or its affiliates or licensors. You must not use such marks without the prior written permission of the SEPTRE. Documents generated by the SEPTRE Platform may state "Generated by SEPTRE" in the footer of the document and You agree to not remove such language from the document. Other names, logos, product and service names, designs, images and slogans mentioned or which appear on this SEPTRE Platform are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute a violation of the rights of the property owner and may be a violation of federal or other laws and could subject the violator to legal action.
    3. You may only use the SEPTRE Platform solely for Your own research. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on Our SEPTRE Platform, in any form or medium whatsoever except:
      1. your computer and browser may temporarily store or cache copies of materials being accessed and viewed;
      2. the clinical trial protocol(s) that You create and the data You export from Your SEPTRE account to trial registries may be used for research purposes only (study conduct, approval, and dissemination)
    4. If you print off, copy or download any part of our the SEPTRE Platform in breach of these Terms of Use, Your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the SEPTRE Platform or to any content on the SEPTRE Platform (excluding text You enter), and all rights not expressly granted are reserved by SEPTRE. Any use of the SEPTRE Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other intellectual property laws.
  6. Conditions of Use, User Submissions and SEPTRE Platform Content Standards
    1. As a condition of your access and use you agree that you may use the SEPTRE Platform only for lawful purposes and in accordance with these Terms of Use.
    2. The following content standards apply to any and all content, Your Data, material, and information a User submits, posts, publishes, displays, or transmits (collectively, "Submit") to the website, to other users or other persons (collectively, "User Submissions") and any and all Interactive Functions. Any and all User Submissions must comply with all applicable federal, provincial, local, and international laws and regulations.
    3. You understand and agree that You, not SEPTRE, are fully responsible for any User Submissions You Submit or contribute, and you are fully responsible and legally liable including to any third party for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Submissions submitted by you or any other user of the SEPTRE Platform.
    4. Without limiting the foregoing you warrant and agree that Your use of the SEPTRE Platform and any User Submissions shall not:
      1. In any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and Our Privacy Policy.
      2. Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such prohibited ground or be otherwise objectionable.
      3. Include or contain Personal Information that has not been requested by SEPTRE.
      4. Involve stalking, attempting to exploit any individual or harm minors in any way by exposing them to inappropriate content or otherwise or ask for Personal Information.
      5. Involve, provide or contribute any false, inaccurate or misleading information.
      6. Include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with these Terms of Use.
      7. Impersonate or attempt to impersonate SEPTRE, a SEPTRE employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing).
      8. Include engaging in any other conduct that restricts or inhibits anyone's use or enjoyment of the SEPTRE Platform, or which, as determined by us, may harm the SEPTRE or users of the SEPTRE Platform or expose them to liability.
      9. Include causing annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.
      10. Promote any illegal activity, or advocate, promote, or assist any unlawful act.
      11. Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.
  7. Feedback: Grant of License
    1. SEPTRE You may provide reasonable feedback to SEPTRE including, but not limited to, suitability, problem reports, suggestions and other information with respect to the SEPTRE Platform and services ("Feedback"). You hereby grant to SEPTRE a fully paid-up, royalty-free, worldwide, assignable, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the SEPTRE Platform and/or services and any other SEPTRE products or services, or for any other purposes, any Feedback provided by You or Your Users.
  8. Confidential Information
    1. Definitions. For purposes of this Agreement, a party receiving Confidential Information (as defined below) will be the "Recipient" and the party disclosing such information will be the "Discloser". "Confidential Information" means any and all information of Discloser disclosed by Discloser to Recipient or otherwise coming into the possession of Recipient during the Term that is marked as "confidential" or that a reasonable person would understand to be confidential (including all Personal Information); provided that Discloser's Confidential Information (excluding Personal Information) does not include: (i) information already known or independently developed by Recipient outside the scope of this relationship by personnel not having access to any Discloser's Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations. Notwithstanding the foregoing, the terms and conditions of this Agreement and all SEPTRE property (including any part thereof), whether marked as "confidential" or not, will be SEPTRE's Confidential Information and will not be Your Confidential Information.
    2. Confidentiality Covenant. Recipient hereby agrees that during the term and at all times thereafter it will not: (i) disclose such Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a "need to know" and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Recipient will be deemed to have discharged its confidentiality obligations under this Section 8 (Confidential Information) if Recipient uses the same degree of care in safeguarding the Confidential Information of Discloser as it uses in protecting its own confidential information of a similar nature from unauthorized disclosure.
    3. Exceptions to Confidentiality. Notwithstanding the section entitled 'Confidentiality Covenant' above, Recipient may disclose Discloser's Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its employees, accountants, internal and external auditors, legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services related to SEPTRE's business; (iii) in the case of SEPTRE, to potential assignees, acquirers or successors of SEPTRE if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of SEPTRE; or (iv) in the case of SEPTRE for payroll processing services (where applicable), to its third party payroll processor.
  9. Monitoring and Enforcement, Suspension and Termination
    1. SEPTRE has the right, without provision of notice to:
      1. At all times, to take such actions with respect to any User Submission deemed necessary or appropriate in Our sole discretion, including without limitation, for violating these Terms of Use.
      2. Take appropriate legal action, including without limitation, referral to law enforcement, regulatory authority or harmed party for any illegal or unauthorized use of the SEPTRE Platform. Without limiting the foregoing, We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the SEPTRE Platform.
      3. Terminate or suspend Your access to all or part of the SEPTRE Platform for any violation of these Terms of Use.
    2. YOU WAIVE AND HOLD HARMLESS SEPTRE AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE SEPTRE AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER THE SEPTRE OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
    3. We have no obligation, nor any responsibility to any party to monitor the SEPTRE Platform or use, and do not and cannot undertake to review material that You or other users Submit to the SEPTRE Platform. We cannot ensure prompt removal of objectionable material after it has been posted and We have no liability for any action or inaction regarding transmissions, communications, or content provided by any User or third party.
  10. No Reliance
    1. Although SEPTRE makes reasonable efforts to update the information on the SEPTRE Platform, makes no representations, conditions, warranties or guarantees, whether express or implied, that the content on Our SEPTRE Platform is accurate, complete or up to date. Your use of the SEPTRE Platform is at Your own risk and the SEPTRE has no responsibility or liability whatsoever for Your use of the SEPTRE Platform.
    2. The SEPTRE Platform may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third party content, other than the content provided by SEPTRE, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of SEPTRE. SEPTRE is not responsible, or liable to You or any third party, for the content or accuracy of any third party materials.
  11. Privacy

    Use of Our SEPTRE Platform constitutes consent to the collection, use, reproduction, hosting, transmission and disclosure of any such user content submissions in compliance with Our Privacy Policy.

  12. Your Data
    1. Ownership. As between SEPTRE and You, You exclusively own all rights, title and interest in and to all Your Data. SEPTRE does not acquire any rights, title or ownership interest of any kind whatsoever, express or implied, in any of Your Data.
    2. Consent to Use Your Data. You hereby irrevocably grant all such rights and permissions in or relating to Your Data: (a) to SEPTRE, its subcontractors and its personnel as are necessary or useful for You to use the SEPTRE Platform and for SEPTRE to perform any services; and (b) to SEPTRE as are necessary or useful to enforce this Agreement and exercise its rights and perform its obligations hereunder.
    3. Your Data Warranty. You represent and warrant to, and covenant with SEPTRE that You will not include Personal Information in Your Data unless it is requested by SEPTRE to provide the SEPTRE Platform under this Agreement. For example, You may be asked to provide certain Personal Information, such as contact information when subscribing to our service. To the extent that You include any Personal Information in Your Data that is not requested by SEPTRE, You share this Personal Information at Your own risk. You further represent and warrant to, and covenant with SEPTRE that Your Data will only contain Personal Information in respect of which You have obtained all applicable third party consents, authority and permissions, and have made all applicable third party disclosures, in each case as required by applicable laws, regarding all collection, storage, access, use, disclosure and transmission of such information.
    4. Your Data Portability and Deletion. After termination of this Agreement, SEPTRE will have no obligation to maintain or provide Your Data, and will thereafter delete or destroy all copies of Your Data in its systems or otherwise in its possession or control, unless legally prohibited. For further clarity, SEPTRE will delete or anonymize any Personal Information in Your Data once this Agreement is terminated. Notwithstanding the foregoing, You will have the option below of requesting that SEPTRE retain Your Data for sixty (60) days following the end of this Agreement.
  13. Rights in Derivative Data

    You acknowledge and agree that the SEPTRE Platform and services may compile, store and use aggregated data and system usage, analytics and diagnostic information to monitor and improve the SEPTRE Platform and services and for the creation of new products. You hereby grant to SEPTRE a non-exclusive, transferable, assignable, irrevocable, worldwide, perpetual license to collect, process and aggregate Your Data and other such information and data and create anonymized, aggregated data records and use such anonymized and aggregated data, and all modifications thereto and derivatives thereof ("Derivative Data") to improve the SEPTRE Platform and/or services, develop new products and services, to understand usage, and for any other business purpose. This Derivative Data is no longer associated with You and as such is not Your Data.

  14. Third Party Sites

    For your convenience, this SEPTRE Platform may provide links or pointers to third party sites. We make no representations about any other websites that may be accessed from this SEPTRE Platform. If You choose to access any such sites, You do so at Your own risk. We have no control over the contents of any such third party sites, and accept no responsibility for such sites or for any loss or damage that may arise from Your use of them. You are subject to any terms and conditions of such third party sites.

  15. Open-Source Licenses

    Notwithstanding anything to the contrary in this Agreement, the SEPTRE Platform may include Open-Source Components. Any use of the Open-Source Components by Licensee shall be governed by, and subject to, the terms and conditions of the relevant open-source license(s).

  16. Export Regulation

    The SEPTRE Platform may be subject to Canadian export control laws. You shall not, directly or indirectly, export, re-export or release the SEPTRE Platform to, or make the SEPTRE Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, re-exporting, releasing or otherwise making or using the SEPTRE Platform available outside Canada.

  17. Geographic Restrictions

    The owner of the SEPTRE Platform is based in Toronto, Canada. This site is not intended for use in any jurisdiction where its use is not permitted. If You access the site from outside Canada, You do so at Your own risk and You are responsible for compliance with local laws of Your jurisdiction.

  18. Disclaimer of Warranties
    1. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SEPTRE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SEPTRE PLATFORM IS AT YOUR OWN RISK. THE SEPTRE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SEPTRE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES OR CONDITIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
    2. NEITHER SEPTRE NOR ANY AFFILIATES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS MAKES ANY WARRANTY, REPRESENTATION OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY OR AVAILABILITY OF THE SEPTRE PLATFORM OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER SEPTRE NOR ANY AFFILIATES NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SERVICE PROVIDERS REPRESENTS OR WARRANTS THAT THE SEPTRE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SEPTRE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
    3. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SEPTRE PLATFORM WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SEPTRE PLATFORM AND YOUR COMPUTER, INTERNET AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAIL-BOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SEPTRE PLATFORM OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SEPTRE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SEPTRE PLATFORM LINKED TO IT.
  19. Limitation on Liability
    1. UNDER NO CIRCUMSTANCE WILL SEPTRE, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, RELIANCE ON, THE SEPTRE PLATFORM, ANY LINKED SEPTRE PLATFORMS OR SUCH OTHER THIRD PARTY SEPTRE PLATFORMS, NOR ANY SITE CONTENT, MATERIALS, POSTING OR INFORMATION THEREON.
    2. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF SEPTRE, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED TEN CANADIAN DOLLARS ($10 CAD). FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL SEPTRE'S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
  20. Indemnification

    To the maximum extent permitted by applicable law, You agree to defend, indemnify, and hold harmless SEPTRE, its affiliates, licensee's and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to (i) Your breach of this Agreement or (ii) Your use of the SEPTRE Platform, including, but not limited to, Your Submissions, third party sites, any use of the SEPTRE Platform's content, services, and products other than as expressly authorized in this Agreement or (iii) any third party liability related to Your Data or misrepresentation, criminal behaviour or negligence on the part of You; or (v) any actual or alleged infringement, violation or misappropriation of the rights of any person (including intellectual property or privacy rights) as a result of Your use of the SEPTRE Platform (or any part thereof) contrary to the terms of this Agreement. You will fully cooperate with SEPTRE in the defense of any claim defended by You pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of SEPTRE.

  21. Governing Law and Jurisdiction
    1. The SEPTRE Platform and these Terms of Use will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle or rule (whether of the laws of Ontario or any other jurisdiction) and notwithstanding Your domicile, residence or physical location.
    2. Any action or proceeding arising out of or relating to this SEPTRE Platform and under these Terms of Use will be instituted in the courts of the province of Ontario and/or the Federal Court of Canada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over You by such courts and to the venue of such courts.
  22. Waiver

    No waiver under these Terms of Use is effective unless it is in writing and signed by an authorized representative of the party waiving its right. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms of Use operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

  23. Severability

    If any term or provision of these Terms of Use is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction.

  24. Entire Agreement

    The Terms of Use and Our Privacy Policy constitute the sole and entire agreement between You and SEPTRE Research Software Inc. regarding the SEPTRE Platform and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

  25. Reporting and Contact

    The SEPTRE Platform is operated by:

    SEPTRE Research Software Inc.
    6416 - 76 Grenville St
    Toronto, ON, Canada M5S 1B2

    All other feedback, comments, reports of misuse, requests for technical support, and other communications relating to the SEPTRE Platform should be directed to: septre@spirit-statement.org

  26. Assignment

    You will not assign this Agreement to any third party without SEPTRE's prior written consent. SEPTRE may assign this Agreement or any rights under this Agreement to any third party without Your consent. Any assignment in violation of this Section 26 will be void. The terms of this Agreement will be binding upon permitted assignees. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

  27. Survival

    The Sections that by their context should survive the termination of this Agreement will survive including but not limited to Sections 2 and 5 through 28.

  28. Language of Agreement

    The parties hereto confirm that they have agreed that this Agreement and all related documents be drafted in English. Any French translation hereof has been provided for information purposes only and does not have any legal value nor create any contractual relationship between the parties. Les parties aux présentes ont exigé que la présente entente et tous les documents connexes soient rédigés en anglais. Toute traduction de celle-ci est non-officielle, est fournie à des fins d'information seulement et ne crée aucun lien contractuel entre les parties.