PCP TOOL WEBSITE TERMS OF USE

Last Updated: February 2021

THESE TERMS OF USE (“AGREEMENT”) ARE A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “YOUR”) AND ICLEI CANADA AND THE FEDERATION OF CANADIAN MUNICIPALITIES (“WE” OR “ADMINISTRATORS”), THE OWNERS AND OPERATORS OF THE PCPTOOL.CA & OUTILPPC.CA WEBSITES (FOR THE PURPOSES OF THIS AGREEMENT, ANY OR ALL OF THE WEBSITES SHALL SIMPLY BE REFERRED TO AS THE “SITE”).

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR BY DOWNLOADING, UPLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE (THE "TERMS"), WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a LOCAL GOVERNMENT or other legal entity, you represent and warrant that you have the authority to bind SUCH LOCAL GOVERNMENT or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that LOCAL GOVERNMENT or other legal entity.

1. DEFINITIONS

“Content” means text, graphics, images, music, software, audio, video, information or other materials.

“User” means a person who completes the PCP Tool Website account registration process as described under “Account Registration” below.

“User Content” means all Content that a Member posts, uploads, publishes, submits, transmits, or includes in their Member profile to be made available through the Site.

 

2. CHANGES; PERSONAL INFORMATION/PRIVACY

We will make reasonable efforts to notify you of any changes to the Site. However, we may add to, change or remove any part of the Site including, without limitation, any Content, at any time without prior notice to you.

You agree to provide accurate, current, and complete information as required when completing the Registration and to update that information as soon as possible after any changes. We reserve the right to block further access to any User who provides false, inaccurate or incomplete data.

 

3. USE OF THE SITE

The Site is a free web-based resource for Users that provides local governments with a user-friendly framework to quantify, monitor and manage GHG emissions generated at the local level.

 

4. ACCOUNT REGISTRATION

In order to become a User, you must create an account on the Site ("Account") by completing the PCP Tool website registration found on the Site. Once your Account has been created, you will receive a notification that you are registered and can use the site as a User (“Registration”).

You are not permitted to allow others to use your Account. You agree that you will take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify the Administrators of any unauthorized use of your Account.

 

5. USER CONTENT

As a User, you are authorized to create User Content. This information will not be shared with other Users of the Site, unless you explicitly consent to sharing this information by clicking on the option to share the information. Should you accept to share your information with other Users, you assume all risk of doing so.

 

6. User Conduct

Subject to your compliance with this Agreement, We hereby grant you a limited, personal, revocable, non-transferable, non-sublicensable, and non-exclusive license to access the Site and use the Content displayed on the Site or made available to you through your Registration solely for the uses described in this Agreement.

You may not copy, modify, reproduce, publicly display or perform, distribute, create derivate works from or otherwise use the Content except as expressly set forth in this Agreement. You may not remove any copyright or other proprietary notices from any Content. If, in the Administrators sole opinion, you breach any term of this Agreement, your authorization to use the Site automatically terminates without notice to you. You hereby represent and warrant that you will not, and will not induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site or Content or otherwise attempt to gain unauthorized access to any portion of the Site or Content or any other systems or networks connected to the Site, or to any server of the Administrators or its third party service providers, by hacking, password “mining”, or any other illegal means; (b) use any device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site or Content; (c) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Site or with any other person’s use of the Site or Content; (d) track or seek to trace, harvest or compile any information on any other person who visits the Site, or Content; (e) use the Site or Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by this Agreement or applicable laws, rules or regulations; or (f) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to the Site or Content.

 

7. Intellectual Property Ownership and Rights Notices

The Site and Content are protected by copyright, trademark, and other laws of Canada. You acknowledge and agree that the Site and Content (except for User Content), including all associated intellectual property rights, are the exclusive property of the Administrators. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site or Content.

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Site, you hereby grant to the Administrators a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, translate, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote or market the Site. The Administrators do not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.

You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or you have all rights, licenses, consents and releases that are necessary to grant to the Administrators the rights in such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or the Administrator’s use of the User Content (or any portion thereof) on, through or by means of the Site will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

 

8. THIRD PARTY SITES; INDEMNIFICATION

The Site may provide links to third party sites that are not owned or controlled by the Administrators (“Third Party Sites”). We provide such links solely as a convenience to you. The Administrators do not review, approve, endorse, or make any representations about such Third Party Sites, the companies or persons who own and/or operate them, or any information, software or other products and services made available through such Third Party Sites, or any results that may be obtained from using them. You should exercise common sense and your own judgment, and if you decide to access any Third Party Sites linked to the Site, you do so entirely at your own risk, and you are solely responsible for your activities conducted in connection with such Third Party Sites. Your use of Third Party Sites is subject to the terms of use and privacy policies located on the linked to Third Party Sites which may be different from this Agreement, including, without limitation, such Third Party Sites’ password and account security policies and user-generated content posting and acceptable use policies.

7.

You hereby agree to defend, indemnify and hold each of the Administrator Parties (as defined in Section 9 below) harmless from and against, any and all losses, liabilities, damages, costs (including, without limitation, legal fees and costs), and third party claims arising out of or in any way connected with a breach of this Agreement, or otherwise arising from your use or misuse of the Site or Content.

 

9. DISCLAIMER OF WARRANTIES

THE SITE AND CONTENT ARE FURNISHED WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. THE ADMINISTRATORS , ON BEHALF OF ITSELF AND ITS THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “ADMINISTRATOR PARTIES”): (A) EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DO NOT REPRESENT OR WARRANT THAT THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE OR CONTENT WILL BE TIMELY, UNINTERRUPTED, STABLE, OR SECURE; (C) DO NOT REPRESENT OR WARRANT THAT THE SITE AND CONTENT WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; (D) DO NOT REPRESENT AND WARRANT THAT THE SITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND (E) DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OF THE SITE OR CONTENT IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. YOUR USE OF THE SITE OR CONTENT IS ENTIRELY AT YOUR OWN DISCRETION AND RISK AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND CONTENT. YOU ACKNOWLEDGE AND AGREE THIS LIMITATION OF REMEDIES IS AN IMPORTANT PART OF THE AGREEMENT BETWEEN YOU AND THE ADMINISTRATORS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE ADMINISTRATORS OR ANY PERSON ON BEHALF OF THE ADMINISTRATORS SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY.

 

10. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE ADMINISTRATORS BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE, LOSS OF VALUE OR LOSS OF USE OF THE SITE OR CONTENT, WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF THE ADMINISTRATORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF, NOTWITHSTANDING THE FOREGOING, THE ADMINISTRATORS ARE FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH YOUR USE OF THE SITE OR CONTENT, THE ADMINISTRATORS TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE SUM OF ONE HUNDRED ($100) CANADIAN DOLLARS.

 

11. DISPUTES; CHOICE OF LAW

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario. The parties hereby submit to the jurisdiction of the courts of the Province of Ontario located in Ottawa, Ontario, which shall have exclusive jurisdiction over all disputes arising hereunder or in connection with this Agreement.

 

12. ELECTRONIC COMMUNICATIONS; GENERAL TERMS

Whenever you visit our Site or send emails to the Administrators, you are communicating with them electronically. For that reason, you also consent to receive communications from the Administrators electronically regarding administrative or account information. Since these administrative or account electronic communications are essential to your use of the Site, the sole remedy to 'opt-out' is to cancel your account. You may cancel your Account either by logging into your account and following the cancellation procedures or by emailing a request to pcp@FCM.ca. The Administrators will communicate with you by email, by posting notices on the Sites or by such other means as we may determine from time-to-time. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

The Administrators may issue a warning, temporarily suspend, indefinitely suspend or terminate your right to use or access the Site without notice, for any reason, in the Administrators’ sole discretion, including without limitation breach of this Agreement and/or a violation of these Terms of Service, the Administrators’ belief that such access would violate any applicable law, rule or regulation or would be harmful to the interests of, or potentially cause financial loss or legal liability to the Administrators or another user of the Site.

The failure of the Administrators to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

If any part of this Agreement is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of this Agreement, and the other parts will remain in full force and effect.

The parties shall at all times and for all purposes be deemed to be independent contractors and neither party nor its agents may bind the other party.

The parties acknowledge and agree that this Agreement and all related documents shall be drawn up in the English language.

This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties, except that the indemnified Administrator Parties shall be a third party beneficiary hereunder. The Administrators may assign or transfer its rights, or delegate any performance, under this Agreement to a third party in its sole discretion. You may not assign or otherwise transfer your rights, or delegate your performance, under this Agreement to any third party without the Administrators’ express prior written consent.

All terms which by their nature are intended to survive any termination of this Agreement, or any termination of your use of the Site and Content shall survive such termination.