Last Update: February 20, 2020
BY ACCESSING OR USING THE HUB YOU ARE INDICATING YOUR ACCEPTANCE TO BE BOUND BY THIS AGREEMENT (INCLUDING THE LINKED DOCUMENTS REFERENCED HEREIN). IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE HUB. IF YOU ARE DISSATISFIED WITH THIS AGREEMENT OR ANY TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE HUB, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS TO AND USE OF THE HUB.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS, IN WHICH CASE “YOU” OR “YOUR” WILL REFER TO SUCH ORGANIZATION. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE HUB.
This Agreement is effective on the earlier of the date: (a) you first access or use the Hub; or (b) you click to accept this Agreement (“Effective Date”). You acknowledge the Hackergal Hub Privacy Statement located at https://www.hackergal.org/hacker-hub-privacy (the “Privacy Statement”), as it may be amended from time to time. Before you continue, you should print and/or save a local copy of this Agreement and the Privacy Statement for your records.
1. GENERAL. Hackergal is a charitable organization that introduces girls across Canada (“Students”) to coding and computer science, and seeks to educate, empower and close the gender gap in technology across Canada. Hackergal enables educators (“Educators”) to organize coding events for Students at their school/organization by making available a variety of resources, including the Materials (as defined herein). The Hub is a resource centre from which Educators may (a) access and use the Materials; (b) communicate directly with their Students and other Educators; and (c) collaborate with other Educators via message boards.
2. ACCESSING AND USING THE HUB.
Accounts. All users of the Hub (including Educators) must register for a Hackergal account (an “Account”). Registered users (“Users”) will submit the information, as may be reasonably requested by Hackergal, to the Hub. You agree and understand that you are responsible for maintaining the confidentiality of your log in Account credentials and password (together, the “User ID”), and shall only use such User ID to the extent, and only to the extent, necessary to access and use the Hub in accordance with this Agreement. That User ID, together with any or other user information you provide, will form your “Profile Information” and allow you to access your Account. You will provide true, accurate, current and complete information about yourself, and you agree not to misrepresent your Profile Information. You represent and warrant to Hackergal that you have not misrepresented any Profile Information. You are responsible for any Profile Information that may be lost or unrecoverable through your use of the Hub. Your right to access and use the Hub is personal to you and is not transferable by you to any other third party. You agree not to disclose your User ID to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying Hackergal immediately. It is your responsibility to update or change your Account or Profile Information, as appropriate.
2.2 Marketing Communications. In the case of any newsletter or other marketing initiatives, you can withdraw your consent to receiving those communications and unsubscribe to any Hackergal subscriptions at any time by clicking “Unsubscribe” at the bottom of such communication or by changing your Profile Information within your Account. Doing so may have a material impact on our ability to make the Hub available to you, and we are not responsible if you do so.
2.3 Acceptable Use and Conduct. You will not, and will not permit any third party to, directly or indirectly (including by publishing or making available Your Content (as defined herein) in the Hub): (a) allow any third party to access the Hub, except as expressly permitted herein; (b) modify, adapt, alter or translate the Hub; (c) sublicense, lease, sell, resell, rents, share, loan, distribute, transfer or otherwise commercially exploit the Hub or except as expressly permitted herein, allow the use of the Hub on behalf of or for the benefit of any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Hub; (e) create derivative works based on the Hub or access or use the Hub to develop or create a competitive service or product; (f) attempt to circumvent any security device or feature of the Hub; (g) load or penetration test the Hub; (h) use the Hub to store or transmit any virus, worm, trap door, time bomb, Trojan horse or other harmful or malicious code, file, script, agent or program designed to permit unauthorized access to, or to erase or otherwise harm a party’s software, hardware, systems or data; (i) infringe other third party’s intellectual property or proprietary rights; (j) mislead, deceive, engage in fraudulent or otherwise illegal behaviour or promote illegal activities; (k) engage in harmful, hateful or discriminatory behaviour (including stalking and harassment); or (l) post adult or pornographic content.
2.4 Responsibilities. You will: (a) ensure that your use of the Hub is in compliance with this Agreement and laws, regulations and governmental or other regulatory bodies’ rules and policies applicable to you; and (b) provide the information and assistance (if any) to enable Hackergal to make the Hub available to you.
2.5 Monitoring. Hackergal may, but has no obligation to, monitor Your Content and other content on the Hub. You consent to such monitoring. We may disclose any information necessary or appropriate to: (a) satisfy our legal obligations; (b) protect Hackergal, its Users and other third parties; (c) operate the Hub properly; or (d) improve the Hub. Hackergal, in its sole discretion, may refuse to post, remove, or require you to remove, any of Your Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
3. NON-HACKERGAL APPLICATIONS.
The Hub may make available to you, access to or use of third party software services, applications or functionality that link to, interoperate with, are used in conjunction with, or are incorporated into the Hub (“Non-Hackergal Applications”). You acknowledge and agree that Hackergal does not own or control such Non-Hackergal Applications, they are made available as a convenience only and are not part of the “Hub” or subject to any of the warranties (whether express or implied) or other obligations with respect to the Hub hereunder. Moreover, the Non-Hackergal Applications providers are not partners, agents or representatives of Hackergal and it is up to you to decide whether to use or enable these Non-Hackergal Applications and you must rely on your own skill and judgement in electing to do business with such third parties. Hackergal has no obligation to monitor or maintain Non-Hackergal Applications and may disable or restrict access to any Non-Hackergal Applications at any time without notice. Access to and use of any Non-Hackergal Applications, including the availability thereof and uptimes related thereto, is at your own risk and is solely determined by the relevant third party provider and may be subject to additional terms and conditions applicable to such Non-Hackergal Applications. Hackergal will have no liability or other obligation to you for Non-Hackergal Applications or Your Content exported to a Non-Hackergal Application, including any unavailability of any Non-Hackergal Applications, or any third party provider’s decision to discontinue, suspend or terminate any Non-Hackergal Applications.
3.2 By using or enabling any Non-Hackergal Applications, you are expressly permitting Hackergal to disclose Your Content or other information to the extent necessary for the Hub to interoperate with, or for you to utilize, the Non-Hackergal Applications. Hackergal is not responsible for any disclosure, modification or deletion of Your Content resulting from access by, or transmission to, a Non-Hackergal Application.
4.1All material available on the Hub and all material and services provided by or through Hackergal, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including software, all informational text, software documentation, design of and “look and feel”, layout, photographs, graphics, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.
4.2 Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, Hackergal grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Materials that we make available to you, solely as made available to you, for the sole purpose of facilitating your and your Students’ participation in Hackergal-related activities. Upon termination of this Agreement, you shall destroy or delete all copies of the Materials then in your possession or control.
4.3If Hackergal, in its sole discretion and without notice, considers that there is an immediate security or operational risk to the Hub or any of its, your or third party systems, then Hackergal may immediately suspend access to or use of the Hub or any part thereof. The suspension of use and access is not a breach of this Agreement. You acknowledge that the preservation of security, confidentiality and data is paramount. Hackergal has no liability to you for suspending the Hub under this provision or otherwise.
4.4 This Section 4.4 does not apply to Your Content; however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to Hackergal related to the Hub or Hackergal or its business (“Feedback”) are and will be Hackergal’s exclusive property without any compensation or other consideration payable to you by Hackergal, and you do so of your own free will and volition. Hackergal may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Hackergal may decide into the Hub, its software, documentation, business or other products or services, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Hackergal in any Feedback and, as applicable, waive any moral rights.
4.5 For the purposes of this Agreement and the Privacy Statement, “personal information” is any information about an identifiable individual, as defined in our Privacy Statement.
4.6 Hackergal retains the right to use or share any Aggregated Data (as defined herein) generated by anyone using the Hub, including Users and other third parties, for any purpose including developing, enhancing and providing the Hub and Hackergal’s other current and future products and services. “Aggregated Data” means data that does not contain personal information and which has been manipulated or combined to provide generalized, anonymous information.
5. YOUR CONTENT.
5.1 The Hub enables you to provide or upload certain content, including messages, text, images, graphics and other information or content (collectively, “Your Content”), to Hackergal for the purpose of making the Hub available to you. You acknowledge and agree that you are solely responsible for all Your Content you submit, provide or upload and the consequences for submitting, providing or uploading it.
5.2 Hackergal will use Your Content in connection with making the Hub available to you. You agree that by uploading, or otherwise providing any of Your Content on or through the Hub, you grant to Hackergal a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process, display, all or any portion of such Your Content in connection with making the Hub available to you. This license includes the right to host, index, cache or otherwise format Your Content in order to make the Hub available to you.
5.3 You represent and warrant that you own Your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Hackergal or Hackergal’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any third party.
5.4 You agree that Hackergal is not responsible for any violations of any third party intellectual property rights in any of Your Content. You agree to pay all royalties, fees and any other monies owing to any person by reason of Your Content displayed on, uploaded or otherwise provided by you to, the Hub.
6. Non-Hackergal sites and Your content. The Hub may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Hub (“Non-Hackergal Sites”). These Non-Hackergal Sites are not under Hackergal’s control, and you acknowledge that Hackergal is not responsible or liable for any third party content, including the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Hackergal or any association with its operators. You further acknowledge and agree that Hackergal will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services available on or through any Non-Hackergal Site. Access and use of Non-Hackergal Sites, including the information, material, products and services on Non-Hackergal Sites or available through Non-Hackergal Sites, is solely at your own risk.
7. Disclaimers. THE HUB (INCLUDING THE MATERIALS AND OTHER THIRD PARTY CONTENT) ARE PROVIDED “AS IS,” AND Hackergal MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, nonconformance with description, TITLE, NONINFRINGEMENT, accuracy, SAFETY, RELIABILITY, COMPLETENESS AND FITNESS FOR A PARTICULAR PURPOSE or the results YOU may obtain by using the HUB or that The quality of the HUB will meet YOUR expectations or requirements. HACKERGAL DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE HUB SHALL BE UNINTERRUPTED OR ERROR-FREE or that it will correct all defects or prevent unauthorized access. HACKERGAL does not warrant that the HUB will be compatible with YOUR computer systems, MOBILE DEVICES or any Internet technology. HACKERGAL disclaims all failures, delays and other problems inherent with the internet and is not responsible for any HOST Data delayed, lost, altered, intercepted or stored during the transmission across networks not owned or controlled by HACKERGAL. HACKERGAL IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE (INCLUDING non-hackergal applications, NON-HACKERGAL SITES or other users). YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL LAWS, RULES, REGULATIONS AND OBLIGATIONS THAT MAY APPLY TO YOUR USE OF THE hub. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Limitation of Liability.
IN NO EVENT SHALL HACKERGAL’S MAXIMUM AGGREGATE LIABILITY TO YOU AS A RESULT OF ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD$100).
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER INDIRECT DAMAGES (INCLUDING LOST PROFITS OR LOST DATA) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ITS PERFORMANCE HEREUNDER, WHETHER THE ACTION IS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR RESTRICT A PARTY’S LIABILITY (IF ANY) TO THE OTHER FOR ANY MATTER FOR WHICH IT IS NOT PERMITTED BY LAW TO EXCLUDE OR LIMIT ITS LIABILITY, INCLUDING DEATH OR PERSONAL INJURY RESULTING FROM SUCH PARTY’S NEGLIGENCE.
9. WAIVER OF JURY TRIAL AND CLASS ACTION RIGHTS. WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE HUB AND/OR THIS AGREEMENT: (A) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (B) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
10. INDEMNITY. You agree to indemnify, defend and hold harmless Hackergal, and its subsidiaries, affiliates, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement or the Hub, including in relation to: (a) your use, non-use or misuse of, or connection to the Hub and any Your Content, including your Profile Information; (b) your violation or alleged violation of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party and otherwise as set out herein. Hackergal reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Hackergal and you agree to cooperate with Hackergal’s defense of these Claims. You agree not to settle any matter without the prior written consent of Hackergal. Hackergal will use reasonable efforts to notify you of any such Claims upon becoming aware of it.
11. CANCELLATION AND TERMINATION.
11.1 You may cancel your Account at any time by emailing email@example.com. This is the only way to cancel your Account.
11.2 Hackergal is under no obligation to store Your Content and may delete your Account and Your Content immediately upon cancellation or may keep your Account and Your Content for up to 30 days following the last day of the month of cancellation.
11.3 Hackergal reserves the right at any time, and without cost, charge or liability, to terminate this Agreement at its sole discretion for any reason, including a failure to comply with the terms of this Agreement. Hackergal reserves the right to modify, suspend or discontinue the Hub, or any part thereof, at any time and for any reason, with or without notice.
11.4Those provisions of this Agreement that by their terms survive, or by their nature are intended to survive the termination of this Agreement, will survive any termination of the Agreement and remain in full force and effect.
12.1 Independent Contractors. The parties are independent contractors and nothing in this Agreement shall be deemed to create any partnership, joint venture or agency relationship between the parties. Neither party is, nor will either party hold itself out to be, vested with any power or right to bind the other party contractually or act on behalf of the other party as a broker, agent or otherwise.
12.2 Governing Law and Venue; Remedies. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles, and you irrevocably consent to submit to the exclusive jurisdiction of the courts in Toronto, Ontario for any claim, proceeding or action under this Agreement against Hackergal. Notwithstanding the foregoing, Hackergal may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that this Agreement is specifically enforceable by Hackergal through injunctive relief and other equitable remedies without proof of monetary damages.
12.3 Severability; Waivers. In the event any provision of this Agreement is held by a court of law or other governmental agency to be void or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions shall remain in full force and effect. No delay or omission to exercise any right or remedy by either party hereunder shall constitute a waiver of that right. No waiver of any provision of the Agreement shall be valid unless in writing and signed by the waiving party
12.4 Assignment. You may not assign this Agreement, or any obligation contained herein, in whole or in part, by operation of law or otherwise, without the prior written consent of Hackergal. Any such attempted assignment shall be null and void.
12.5 Entire Agreement; Modifications. The Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes any prior or contemporaneous understandings or communications (oral or written) regarding such subject matter. Hackergal may update this Agreement and/or the Privacy Statement at any time, without notification to you, and you should review this Agreement and the Privacy Statement from time to time by accessing the Hub. Your continued use of the Hub will be deemed irrevocable acceptance of any such revisions.
12.6 Language. The parties have required that this Agreement and all documents relating thereto be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y attachent soient rédigés en langue anglaise.
12.7 Interpretation. Section headings are for convenience only and shall not be used to interpret this Agreement. The words “including”, “Include” and “includes” (and similar variations) and the phrases “by way of example”, “such as” and “for example” when used in this Agreement shall each be deemed to be followed by the words “without limitation”
12.8 Contacting Hackergal. You may contact Hackergal by email at firstname.lastname@example.org or by mail at Hackergal Inc., 10 Dundas Street East, Suite 600, Toronto, ON M5B 2G9.