Terms & Conditions

Effective Date: July 7, 2023

VARICENT COMMUNITY TERMS

These Community Terms govern your use of the Varicent Community portal (the "Community") operated by Varicent US Opco Corporation and its affiliates (“Varicent”, "we", or "our"). The Community is a place for users to share feedback, questions, and best practices about Varicent Services.

Participation in the Community is governed by these Community Terms, along with Varicent’s Privacy Policy and any other guidelines or additional policies Varicent may post within the Community (collectively, the “Terms”).

By participating in the Community or otherwise indicating your agreement to these Terms, you agree to be bound by these Terms, which form an agreement between you and Varicent. If you are participating in the Community on behalf of a company, organization or other entity, then “you” means that entity, and you are binding that entity to these Terms and represent and warrant that you have all necessary authority to do so. If you do not have authority or if you do not agree with these Terms, you may not participate in the Community. In addition, you may not participate in the Community if you are a minor under the age of 18.

We may modify these Terms from time to time as described in Section 4 (Changes to Terms).

1. Definitions

”Community” means any community features or forums made available by Varicent.

“Content” means any text, information, data, graphics, messages, sounds, videos, content, code, scripts, software or other materials.

“Varicent Services” means any products and services a user has procured from Varicent, whether for a fee or free of charge.

“User Content” means any Content that a user submits to the Community, including feedback, suggestions, requests, questions or other inquiries regarding the Varicent Services. The term “submit” includes submitting, posting, uploading or otherwise making available User Content on or through the Community.

2. Use of the Community

As applicable to Varicent’s then current access restrictions, you may be able access Content in the Community without a user account, but you are required to set up such an account in order to submit Content to the Community. You are responsible for your account and everything that happens under your account in accordance with the Terms. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to this Community or portions of it using your username, password, or other security information. We reserve the right to change, add to or disable the Community at any time, without notice or liability to you. Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your Content and your personal data, we cannot guarantee the security of the information transmitted to the Community. Any transmission of personal data is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Community by users or third parties.

3. Conditions of Use and Content Standards

As a condition of your access and use of the Community, you agree that you may use the Community and any Content therein only for lawful purposes and in accordance with the Terms. You warrant and agree that your use of the Community and any User Content shall not:

• (a) Be in breach of any restrictions put in place by your employer. If your employer has rights to intellectual property you create, you warrant that you have either: (i) received permission from your employer to post or make available the information as User Content; or (ii) secured from your employer a waiver as to all rights in or to the information included in User Content.
• (b) In any manner violate any applicable federal, provincial, local, or international law, code 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) (“Laws”) 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 the Terms.
• (c) In any manner violate the terms of use of any third-party website that is linked to the Community, including but not limited to, any third-party social media website.
• (d) 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 legally prohibited ground or be otherwise objectionable, such determination to be made in Varicent’s sole discretion.
• (e) Involve stalking, attempting to exploit or harm any individual in any way by exposing them to inappropriate content or otherwise or ask for personal data as prohibited under applicable Laws.
• (f) Involve, provide, or contribute any false, inaccurate, or misleading information.
• (g) Include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with the Terms.
• (h) Publish the personal data of other individuals (including email/phone/address etc.) to the Community without their express written consent.
• (i) Impersonate or attempt to impersonate Varicent, a Varicent 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).
• (j) Transmit, or procure the sending of, any advertisements or promotions, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.
• (k) Breach or attempt to breach the security and/or authentication measures.
• (l) Access or attempt to access Content that is not intended for you.
• (m) Introduce any viruses, trojan horses, worms, or other material that is malicious or technologically harmful (“Malware”).
• (n) Encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Community, or which, as determined by us, may harm Varicent or users of the Community or expose them to liability.
• (o) Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• (p) Give the impression that they originate from or are endorsed by us or any other person or entity if this is not the case.

4. Changes to Terms

You agree that from time to time we may alter these Terms. Amended versions of these Terms will take effect on the date specified for the amended version ("Effective Date") and will apply to all information that was collected before or after the Effective Date, including information within the Community. You have no continuing right to use the Community, and each time you visit you will be subject to the version of the Terms in effect on your visit.

Each time you return to the Community, you are responsible for checking the Effective Date of the then posted version of the Terms – if it is later than the date of the version last reviewed, the Terms have been changed and the new version should be reviewed before using the Site. Use of the Community after the Effective Date will constitute your consent to the amendments, so if you do not want to be bound by an amended version, do not use the Community.

5. User Content

5.1. Generally. You are responsible for any User Content you submit to the Community. You do not lose any ownership rights you may have to User Content that you submit, but you understand that the User Content may become publicly available depending on Varicent’s then-current access restrictions. By submitting User Content, you grant us and, at our sole discretion, other Community users and visitors to the Community a worldwide, non-exclusive, royalty-free, irrevocable, perpetual, fully-paid, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, and publicly display and perform your User Content in any form or format and through any media (including, for Varicent, in connection with our products and services and in our marketing and publicity) and to incorporate into any software or service owned by Varicent, any suggestion, enhancement request, recommendation, correction or other feedback (collectively, “Feedback”) provided by you relating to any software or service owned or offered by Varicent. For greater certainty, you have no obligation to provide any Feedback to Varicent. If your User Content contains your name, image or likeness, you waive any claim under any rights of privacy or publicity (related to use of the same in connection with use of your User Content.

5.2. Varicent Not Responsible. We have no obligation to (but may, in our discretion) monitor or review User Content. We have no responsibility for and make no promises about User Content you may encounter on the Community, including whether it infringes third-party rights or its reliability, accuracy, usefulness or safety. You may find User Content on the Community to be offensive, indecent or objectionable. By operating the Community, Varicent does not represent or imply that it endorses the Content there posted, or that it believes such material to be accurate, useful or non-harmful. We have also not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which the Community may link, and that link to the Community. Varicent does not have any control over those non-company domain websites and webpages, and is not responsible for their contents or their use. By linking to a non-Varicent website or webpage, Varicent does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from Malware. Varicent disclaims any responsibility for any harm resulting from the use by visitors of the Community, or from any downloading by those visitors of Content there posted. The Community includes 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 Varicent, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of the Varicent.

5.3. Removal of User Content. We reserve the right to remove any User Content at any time without notice, for any or no reason, including if any such Content violates the Terms. We do not promise to store or make available on the Community any of your User Content or any other Content for any length of time.

5.4. Privacy and Cookies. By submitting your personal data and using the Community, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such personal data and User Content submissions in compliance with our Privacy Policy, as we deem necessary for use of the Community. By using this Community, you are consenting to the use of cookies in accordance with our Privacy Policy. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Community may not function adequately. See also: Privacy Policy

6. Proprietary Rights

The Community contains proprietary and confidential information that is protected by intellectual property and other laws. Varicent and its suppliers retain all right, title and interest in and to the Community, any Content on the Community (other than User Content) and Varicent Services. Varicent retains all rights to its branding, logos, trademarks and service marks, and nothing in these Terms grant you rights to use them. All rights not expressly granted are reserved by Varicent.

7. Termination

We may terminate or suspend these Terms or your access to the Community at any time, with or without notice and for any or no reason. Upon any termination or suspension of these Terms, we may delete your account, passwords and User Content, and we may bar you from further use of the Community. You understand that we may also continue to make your User Content available on the Community, or elsewhere as permitted under these Terms, even if your use of the Community is terminated or suspended. We will have no liability to you or any third party for any termination or suspension, nor will termination or suspension limit any other rights or remedies we may have. The following Sections will survive any termination of these Terms: 6 (Proprietary Rights), 7 (Termination), 8 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Indemnity), 11 (Governing Law) and 12 (General Terms).

8. Warranty Disclaimer

THE COMMUNITY AND ALL CONTENT IS PROVIDED BY VARICENT “AS IS”, AND USE IS AT YOUR OWN DISCRETION AND RISK. WE DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WE DO NOT WARRANT THAT YOUR USE OF THE COMMUNITY WILL BE UNINTERRUPTED OR ERROR-FREE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

9. Limitation of Liability

ATO THE FULL EXTENT PERMITTED BY LAW, VARICENT AND ITS SUPPLIERS HAVE NO LIABILITY FOR (1) ANY USER CONTENT, (2) ANY ACTIONS YOU TAKE (OR DO NOT TAKE) BASED ON ANY CONTENT IN THE COMMUNITY, (3) ANY MALWARE ON OR IN THE COMMUNITY OR ANY CONTENT, OR (3) OTHERWISE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS OR INTERRUPTION OF BUSINESS. TO THE EXTENT ANY OF THE ABOVE LIMITATIONS ARE NOT ENFORCEABLE AT APPLICABLE LAW, VARICENT’S ENTIRE LIABILITY UNDER THESE TERMS WILL NOT EXCEED $100. THESE LIMITATIONS AND EXCLUSIONS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND EVEN IF VARICENT IS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

10. Indemnity

You will defend (at our request), indemnify and hold harmless Varicent 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 related to: (a) your use or attempted use of the Community in violation of the Terms; (b) your violation of any Law or rights of any third party; or (c) any User Content you submit to the Community, including any claim of infringement, misappropriation or violation of any intellectual property, privacy or other rights.

11. Governing Law

The Community and Terms will be governed by and construed in accordance with the laws of the Province 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 the Province of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location. Any action or proceeding arising out of or relating to the Community or the Terms will be instituted in the courts of Toronto within 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. Notwithstanding the foregoing, Varicent may bring a claim for equitable relief in any court with proper jurisdiction.

12. General terms

We may provide you with notices via email or the Community, as determined by us in our discretion. Any notices you give to us under these Terms will be deemed given only when personally delivered, delivered by reputable international courier requiring signature for receipt, or three (3) business days after being deposited in the mail, first class, postage prepaid, in each case to the Varicent at 4711 Yonge St., Suite 300, Toronto, ON Canada M2N 6K8. The parties are independent contractors, and there is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. If a court having proper authority decides that any portion of these Terms is invalid, only the part that is invalid will not apply, and the rest of these Terms will still be in effect. If we waive any of our rights under these Terms in any particular instance, it does not mean that we are waiving our rights generally or in the future. Except as set forth herein, all amendments to these Terms must be in writing and signed by both parties. These Terms are the entire agreement between the parties with respect to their subject matter and supersede any prior agreements relating to such subject matter. For the avoidance of doubt, use and provisioning of the Varicent Services are subject to separate governing agreement(s) between you or your employer and Varicent, and these Terms do not apply to use of or access to Varicent Services. These Terms, and any rights and licenses granted under these Terms, may not be transferred or assigned by you without our prior written consent, but may be transferred and assigned by us without restriction. We will not be liable to you for any delay or failure to perform any obligation we have under these Terms if the delay or failure is due to events which are beyond our reasonable control, including any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency. We may use the services of subcontractors and permit them to exercise the rights granted to us in order to provide the Community under these Terms.