Alberta Construction Safety Association

Transcription

1 Alberta Construction Safety Association #101, 225 Parsons Road SW, Edmonton, AB T6X 0W6 Phone: (780) Toll Free Fax: (780) Toll Free CSTS-09 Non-Member Bulk Order Form This information requested is for the ACSA staff use only, and will be maintained in strict confidence. All ten attached pages must be returned after being completed in full before your order can be processed. Company Name: Contact Name: Company Address: City: Province: Postal Code: Phone: ( ) Fax: ( ) Number of Licenses Requested: 5 User Licenses $ User Licenses $ User Licenses $ User Licenses $ User Licenses $ User Licenses $7500 Payment Information: Visa MasterCard American Express Business Cheque Credit card Number: Carholder Name: Expiry Date: CVV Please make business cheques payable to Alberta Construction Safety Association. Signature: Date: This information provided will be used for participant registration and tracking training records. By providing this information, you consent to the disclosure of your attendance and completion of the above training to the above employer, or to verify eligibility for employment. If you do not want this information provided to your employer or to verify eligibility for employment, you may express your preference by sending a letter or ing the ACSA Privacy Coordinator at privacy@acsa-safety.org. Except as described herein, we do not sell, rent or otherwise share or disclose your private, personally identifiable information to third parties.

2 Alberta Construction Safety Association Application for adding a Site Administrator The purpose of this form is to establish a single individual as a point of contact for the company regarding ACSA elearning training courses. If there are organizational changes that would require this information to be altered and a new administrator added a new form is required to be submitted to request the change. Only the one administrator will be set up by the ACSA, all additional facilitators are required to be set up by the existing administrator. Please complete all information and fax or to the Alberta Construction Safety Association. elearn@acsa-safety.org Fax: (780) Please note, all fields listed below are required to be filled out before this form may be submitted. Administrator Name: Administrator Job Title: Company: Office Number: ( ) Fax Number: ( ) Personal Company Birthday: Month Day Full Year An Executive Officer is required to sign off on the designation of site administrator for the individual listed above. Once this form has been approved the ACSA will direct all communication regarding e-learning courses and the ACSA LMS to the individual listed above. If a change is required to the site administrator and ACSA contact a new form is required to be submitted. Is this form being submitted to add a facilitator or replace an existing facilitator? Add New Replace Existing Executive Officer Name (Printed): Contact Number: Executive Officer Signature: Date signed: (An executive officer would be a Company Owner, President, CEO, COO, or Director)

3 THIS END USER LICENSE AGREEMENT ( Agreement ) is made effective on the day of, 201 (the Effective Date ) BETWEEN: WHEREAS: ALBERTA CONSTRUCTION SAFETY ASSOCIATION ( ACSA ) and ( End User ) (Collectively, the Parties ) A. ACSA has developed certain proprietary training materials collectively referred to as the CONSTRUCTION SAFETY TRAINING SYSTEM ( CSTS-09 ); B. ACSA s mandate includes the dissemination of training materials for the use and benefit of certain industry participants; C. End User is an industry participant served by ACSA. End User wishes to secure access to CSTS-09 for the purposes of training its employees, agents, contractors, subcontractors and other persons for which it is responsible (the End User Persons ); D. ACSA wishes to license CSTS-09 to End User and End User wishes to secure such license from ACSA (the License ); E. This Agreement sets forth the terms and conditions of the Parties agreement with respect to the License. THEREFORE, on the basis of the covenants set forth herein, and for good and valuable consideration, the sufficiency of which is hereby mutually accepted by the Parties, the Parties agree as follows: 1. GENERAL TERMS OF LICENSE 1.1 This Agreement provides the terms and conditions between ACSA and End User for permitted use of CSTS-09 by End User and End User Persons. End User expressly acknowledges and agrees that it is responsible for the actions of End User Persons in all uses of CSTS For the purposes of clarity, End User Persons includes employees, contractors, sub-contractors and agents of the End User as well as affiliates of, and parties related to, the End User.

4 1.3 By accessing, uploading, downloading, installing, implementing, deploying or otherwise using CSTS-09 (collectively, Use ), the End User agrees to be bound to, and be responsible for End User Persons adherence to, this Agreement in its entirety. 1.4 This Agreement incorporates by reference all ACSA policies (collectively, Policies ) and the End User agrees to be bound thereto. ACSA Policies are located at: 1.5 From time to time, ACSA may modify this Agreement and/or Policies incorporated by reference herein. All such modifications shall be effective and binding on the End User when made by ACSA. 2. LICENSE OF CSTS-09 CONTENT 2.1 CSTS-09 Content means all copyright, materials, functionality, logos, branding and related proprietary content made available by ACSA to End User. CSTS-09 Content includes all related documentation, Updates (defined below), add-ons, plug-ins, applications and internet-based components of CSTS-09 Content made available by ACSA to End User at any time. CSTS-09 Content further includes any and all third party software or content that may be embedded in or provided with CSTS-09 Content. 2.2 ACSA hereby to grants End User a limited, non-exclusive, non-transferable and non-sublicenseable right to Use CSTS-09 Content strictly in accordance with the terms and conditions of this Agreement. 2.3 Unless ACSA agrees other wise in writing, End User and End User Persons may Use CSTS-09 Content on End User s hardware systems, whether owned, leased or controlled by End User ( Controlled Systems ). End User shall be responsible for any and all Use of CSTS-09 Content on hardware systems not owned, leased or controlled by End User ( Uncontrolled Systems ). 2.4 End User hereby agrees to permit a limited number End User Persons access to the CSTS-09 Content on Controlled Systems. Once identified by End User, individual End User Persons shall be referred to as Authorized Users. The End User shall inform, and account to, ACSA with respect to the limited number of Authorized Users in accordance with the CSTS-09 Content Request Form (the Maximum Number of Authorized Users ). 2.5 End User is responsible for all Use of CSTS-09 Content by Authorized Users and Authorized Users compliance with this Agreement. 2.6 Further to the License of CSTS-09 Content, the End User acknowledges and agrees that such CSTS-09 Content, in whatever form it may be provided by ACSA to End User, may have digital protection mechanisms designed to manage and protect ACSA and third party proprietary rights. End User shall not modify or alter these protection mechanisms or try to circumvent them in any way. End User shall be

5 responsible without limitation for any action on the part of End User Persons and/ or Authorized Users to modify, alter or circumvent these protection mechanisms in any way. 3. END USER SYSTEMS CONTROLLED AND UNCONTROLLED 3.1 End User is responsible for the uploading and Use of CSTS-09 on its Controlled Systems and Uncontrolled Systems. Without limiting the generality of the foregoing, End User is responsible for its own system architecture, Internet connection(s) and other functionality to permit Use of CSTS-09 Content for the benefit of End User Persons and/or Authorized Users. 3.2 Without limitation, ACSA is not responsible for any End User data or functionality that may be lost, altered, intercepted or stored as a result of Use of CSTS-09 Content or of this Agreement in general. 4. AUTHORIZED USERS 4.1 End User shall maintain accurate, current and complete information when identifying Authorized Users for any purpose under this Agreement. End User shall ensure strict confidentiality of Authorized Users usernames and passwords, as applicable and shall not share usernames or passwords with third parties for any reason. End User is responsible for all actions taken, or caused to be taken, through its Controlled Systems and Uncontrolled Systems. 4.2 ACSA expressly disclaims any and all liability, whether direct or indirect, and any and all obligations to End User Persons and/or Authorized Users unless specifically stated in this Agreement. End User Persons and/or Authorized Users do not acquire any rights under this Agreement. 5. CONDITIONS ON USE OF CSTS End User shall not, and shall not permit or acquiesce in the actions of End User Persons and/or Authorized Users to: (a) (b) (c) resell, assign, rent, give, transfer, pass title to, lease, copy, provide access to or sublicense (including without limitation on a timeshare, subscription service, hosted service or outsourced basis) CSTS-09 Content or any portion thereof to any third party. In no event that End User, End User Persons and/ or Authorized Users mortgage, hypothecate or otherwise grant a security interest in the CSTS-09 Content or any portion thereof.; reverse engineer, decompile, disassemble, decipher, decrypt, or otherwise seek to discover or obtain the source code in and for the CSTS-09 Content or any portion thereof; modify, adapt or create derivative works of CSTS-09 Content or any portion thereof;

6 (d) (e) (f) (g) (h) remove or obscure any proprietary or other notices of ACSA or any third party contained in the CSTS-09 Content or any portion thereof; publicly disseminate information regarding the performance or results of CSTS-09 Content or any portion thereof; use CSTS-09 Content or any portion thereof for commercial solicitation purposes of any kind and in any form; use ACSA s name or any of ACSA s brand identifiers except as expressly permitted in accordance with this Agreement; commit any act or omission that could result in damage to ACSA s reputation, such determination to be made in the sole discretion of ACSA. 5.2 End User, End User Persons and/or Authorized Users shall not attempt to do any of the foregoing, encourage others to do so, or otherwise attempt to bypass or circumvent any usage restrictions placed on CSTS-09 Content by this Agreement. 5.3 End User hereby indemnifies, defends and holds harmless ACSA from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with any claim arising from or relating to (a) any breach by End User, End User Persons and/or Authorized Users of this Agreement, (b) any modifications to CSTS-09 Content effected by End User, End User Persons and/or Authorized Users, (c) any Uncontrolled Systems, or (d) any representations or warranties made by End User, End User Persons and/or Authorized Users regarding CSTS-09 Content to any third party 6. FEES AND PAYMENT 6.1 End User shall pay all License fees as determined and invoiced by ACSA by the due date specified by ACSA. In event of expiration or termination of this Agreement, End User shall pay any and all unpaid balance(s) due to ACSA. 6.2 License fees paid by the End User under this Agreement exclude any taxes or duties payable thereon. To the extent that any such taxes or duties are payable by ACSA, End User shall pay to ACSA the amount of such taxes or duties in addition to any License fees owed under this Agreement. Notwithstanding the foregoing, End User may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, End User will have the right to provide to ACSA with any such exemption information and ACSA shall use reasonable efforts to provide such invoicing documents as may enable End User to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

7 7. LICENSE CERTIFICATIONS AND AUDITS 7.1 Upon ACSA s written request, End User will provide ACSA with documentation specified by ACSA certifying that CSTS- 09 Content and any portion thereof is being used in strict accordance with this Agreement, including any access and user limitations. With prior reasonable notice of at least ten (10) days, ACSA (or its authorized agent) may audit the Use of CSTS-09 Content and any portion thereof by End User, End User Persons and/or Authorized Users, provided such audit is during regular business hours. End User shall provide reasonable assistance and access to information in the course of any audit by ACSA. End User is responsible for such audit costs only in the event the audit reveals that Use of CSTS-09 Content or any portion thereof is not in accordance with this Agreement In the event that any certification or audit by ACSA reveals that End User has exceeded its permitted number of Authorized Users, ACSA may invoice End User for any past or ongoing excessive use and End User shall pay the invoice in accordance with this Agreement. This remedy is without prejudice to any other remedies available to ACSA at law or equity or under this Agreement. 8. CONFIDENTIALITY 8.1 Except as otherwise set forth in this Agreement, the Parties acknowledge and agree that all code, inventions, know-how, business, technical and financial information it obtains ( Receiving Party ) from the disclosing party ( Disclosing Party ) constitute the confidential property of the Disclosing Party ( Confidential Information ), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any ACSA documentation, materials, technology, performance information and/or the terms and conditions of this Agreement shall be deemed Confidential Information of ACSA without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

8 9. END OF AGREEMENT 9.1 This Agreement shall continue in full force and effect so long as End User holds a License from ACSA, unless earlier terminated. ACSA may suspend or terminate this Agreement without notice if End User fails to comply with the terms and conditions of this Agreement, including any failure to pay License fees when due. 9.2 End User may terminate this Agreement upon thirty (30) days written notice to ACSA, subject to the End User s obligations provided herein. 9.3 Immediately upon termination of this Agreement by either Party, End User s License to shall immediately cease, and End User shall at its own cost: (a) cease using (and require all End User Persons and/or Authorized Users, and anyone else, to cease using) the CSTS-09 Content or any portion thereof; (b) remove all CSTS-09 Content or any portion thereof, without limitation and regardless of form, from its Controlled Systems and Uncontrolled Systems; and (c) return to ACSA all CSTS-09 Content and any portion thereof without limitation and regardless of form, to ACSA and further provide to ACSA written certification that End User has destroyed all copies of CSTS-09 Content or any portion thereof as well as any ACSA Confidential Information in its possession, custody or control. Upon termination of this Agreement for whatever reason, End User shall not be entitled to credits or refunds for any unused portion of this Agreement or the License granted thereto. 9.4 All payment and other obligations accrued as of the date of any expiration or termination of this Agreement, shall survive expiration or termination. 10. WARRANTIES AND DISCLAIMERS OF WARRANTIES 10.1 Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if End User is an entity, this Agreement and each order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement To the maximum extent permitted by applicable law, and except as expressly set forth herein, ACSA and any of its third party suppliers/licensors provide the CSTS-09 Content as is and hereby disclaim all other representations, warranties and guarantees, whether express, implied or statutory, including implied warranties of merchantability, title, non-infringement and fitness for any purpose. Without limiting the foregoing, ACSA and its third party suppliers/licensors make no representation, warranty or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of CSTS-09 Content. 11. LIMITATION OF LIABILITY 11.1 Notwithstanding any damages either Party might incur for any reason whatsoever, to the maximum extent permitted by applicable law, the entire liability of either Party to this Agreement shall be limited to the actual damages such Party incurs, up to the amount actually paid by End User for the License.

9 11.2 Notwithstanding anything else in this Agreement, to the maximum extent permitted by applicable law, and except for End User s breach of any provision of this Agreement, in no event shall either Party (or their respective third party suppliers/ licensors) be liable for any special, incidental, punitive, indirect, or consequential damages (including lost profits or revenue) whatsoever arising out of or in any way related to this agreement. End User specifically acknowledges and agrees that ACSA (on behalf of itself and its third party suppliers/licensors) disclaims all warranties and liability with respect to loss, loss of use or corruption of any CSTS-09 Content and the costs of procurement of any substitute materials. 12. ASSIGNMENT 12.1 End User may not assign this Agreement without the prior written consent of ACSA (which consent may be unreasonably withheld), and only on the condition that the purported assignee agrees to be bound by the terms and conditions contained in this Agreement. ACSA may assign its rights and obligations under this Agreement in whole or in part without consent of End User. Any permitted assignee shall be bound by the terms and conditions of this Agreement. 13. GOVERNING LAW AND ARBITRATION 13.1 This Agreement is governed by the laws of the Province of Alberta (without regard to conflict of law principles), and the Parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Alberta subject to their respective obligations to seek a settlement of their dispute(s) in accordance with this Agreement Except in circumstances where a Party seeks urgent injunctive relief, before commencing any court proceedings, if any disputes arise under this Agreement the Parties will negotiate in good faith to resolve the dispute and if the dispute has not been resolved within sixty (60) calendar days by the relevant Parties using their best efforts to resolve the dispute, the dispute will be referred to arbitration and determined under Alberta s Arbitration Act, as amended. 14. INTERPRETATION 14.1 This Agreement is the entire agreement between ACSA and End User with respect to the License of CSTS-09 Content and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended unless with the written agreement of ACSA (which may be withheld in its complete discretion without any requirement to provide reasons).

10 14.2 As used herein, including (and its variants) means including without limitation (and its variants). If either Party to this Agreement breaches any provision of this Agreement relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at law; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured Party to this Agreement. No failure or delay by the injured Party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity The Parties are independent contractors. This Agreement shall not be construed as constituting either Party as a partner of the other or to create any other form of legal association that would give one Party the express or implied right, power or authority to create any duty or obligation of the other party Time is of the essence for this Agreement. ALBERTA CONSTRUCTION SAFETY ASSOCIATION END USER Per: Per: