Terms & Conditions

These terms and conditions (“Terms”) govern access to and use of Navarik’s services, and form a legal agreement between Navarik Corp. and the Customer. Please read them carefully, as they significantly affect your legal rights, remedies and obligations. By completing the account registration process and using the Service, the Customer agrees to comply with and be bound by, and the Customer fully accepts, these Terms.

Definitions In These Terms:

• “Account” means the Customer’s Navarik account.
• “Affiliate” means any entity that a party, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with. For the purposes of this paragraph, “control” means the power to direct or cause the direction of the management and policies of such entity, directly or indirectly, whether through the ownership of voting securities or by contract or otherwise.
• “Business” means the internal business operations of the Customer.
• “Customer” means the person or entity specified in the Account application form.
• “Harmful Components” means any data, file or software that contains a virus, Trojan horse, worm or other harmful component.
• “Product Terms” means any additional terms and conditions applicable to specific Products.
• “Products” means any specific products or services available through the Services to which the Customer may subscribe from time to time, which may be subject to additional Product Terms.
• “Service” means the Navarik online system deployed on a hosted environment provided by Navarik, including any Products to which the Customer separately subscribes, and including any updates or enhancements released to the Service.
• “Users” means the employees, representatives, agents, service providers and other users authorized by the Customer to access and use the Account, if the Customer is an organization or business entity.

Customer Authority

If the Customer is an organization or business entity, the Customer represents and warrants that the individual completing the Account application form and agreeing to these Terms is an authorized representative of that organization or business entity and has the authority to legally bind that organization or business entity to these Terms.

Service

Navarik will provide the Customer with access to the Service (including any Products to which the Customer separately subscribes) in accordance with these Terms and any applicable Product Terms. Navarik may update the Service’s content, features, user interface or other aspects from time to time in its sole discretion.

License

Navarik hereby grants Customer (and its Users, as applicable) a limited, non-exclusive, non-assignable, non-transferable licence (without the right to sub-license) to access and use the Service (including any Products to which the Customer separately subscribes) solely for the Business and in accordance with these Terms and any applicable Product Terms. Navarik reserves all rights not expressly granted under these Terms or any applicable Product Terms.

No Resale

The Customer will not resell access to the Service to third parties without Navarik’s prior written consent, provided that if the Customer is an organization or business entity then Customer’s Affiliates may access and use the Service as otherwise provided in these Terms.

Account

The Customer may access the Account through the username and password selected by the Customer during the Account creation process. Navarik reserves the right to remove or reclaim the username if Navarik believes it is appropriate to do so (such as when a trademark owner complains about a username, or if the username is offensive or otherwise objectionable). The Customer must keep the username and password confidential, and must not allow anyone other than its Affiliates and Users (if applicable) to access or use the Account. The Customer is solely responsible and liable for all activity conducted through the Account. The Customer must immediately notify Navarik upon becoming aware of or reasonably suspecting any security breach, including any loss, theft or unauthorized disclosure or use of the Customer’s username or password.

User Accounts

If the Customer is an organization or business entity, Navarik may grant the Customer with system administration authority to assign to each of its Users a username and password. The Customer will make reasonable commercial efforts to ensure that each User keeps his or her or its username and password strictly confidential. The licence contained in section 4 will apply to each of the Users.

Privacy

Navarik takes privacy protection seriously. We will collect, use and disclose personal information as described in our privacy policy, which is available at www.navarik.com/privacy-policy. You consent to the collections, uses and disclosures of your personal information for the purposes described in our privacy policy.

Customer Obligations

The Customer will ensure that it and its Users (as applicable):

• Access and use the Service only (i) for the Business activities; (ii) for lawful purposes; and (iii) in accordance with applicable laws and these Terms;
• Do not hack, reverse engineer, disable, disrupt or interfere with the functioning of the Service;
• Do not use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use of the Service;
• Impersonate others, including a Navarik employee or representative, or other users of the Service;
• Do not upload, transmit, distribute or otherwise publish on, to or through the Service any content that is defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or which may constitute or encourage a criminal offence, violate the rights of any party or which may otherwise give rise to liability or violate any law;
• Do not use the Service for spamming, other advertising, other bulk message transmission or other similar activity that is objectionable to Navarik acting reasonably.
• Regardless of the Customer’s efforts, the Customer acknowledges that Navarik will not be responsible for any harm caused in whole or part by any User’s failure to comply with the requirements in sub-sections (a) to (f) above.

User Activity

The Customer will be solely responsible for all activities conducted under its Users’ usernames (including the use of those usernames to upload or transmit anything that, if reproduced, published, transmitted or used, may be defamatory, threatening, abusive, obscene, pornographic, harmful or invasive of anyone’s privacy, may violate any law including but not limited to copyright, trademark, trade secret, patent, privacy or other laws, or may give rise to civil or other liability, but excluding any activities conducted by Navarik), and the Customer bears the sole risk of all such activities. Navarik agrees to notify the Customer if it becomes aware of any unauthorized activities being conducted under the Users’ usernames and to provide reasonable assistance, at Customer’s expense, to track and identify the source of any such unauthorized activities. For greater certainty, the Customer acknowledges and agrees that Navarik has the right, but not the obligation, to monitor the activities conducted under the Users’ usernames.

Security & Viruses

Navarik will take commercially reasonable steps to make the Service secure, and to ensure that the Service is free of Harmful Components. However:

• The Customer acknowledges that due to the inherent open nature of the Internet, Navarik cannot guarantee that communications between you and Navarik or the Service or the Account will be free from unauthorized access by third parties such as hackers, and the Customer’s and its Users’ use of the Service demonstrates their assumption of this risk.
• The Customer should install and maintain appropriate anti-virus and other protective software on the devices from which the Customer and its Users access and use the Service. Without limiting any other part of these Terms, Navarik disclaims all liability for any computer viruses or other harmful or destructive programs that the Customer or any User may download from the Service.

Ownership

As between Navarik and the Customer, Navarik owns all right, title and interest in and Service, the Products and the Materials (defined below). The Customer and any Users do not acquire any proprietary rights in or to the Service, the Products or the Materials.

Intellectual Property

• The Service, the Products and all original information, images, artwork, text, video, audio, pictures and other materials on or in the Service or the Products (the “Materials”) are protected by copyright laws.
• As between Navarik and the Customer, Navarik owns all right, title and interest in and to all aspects of the Service and Products (including upgrades and improvements) and the Materials and all software, inventions and other work product Navarik creates (solely or jointly) in connection with providing access to the Service, and all upgrades, modifications, customizations and additions thereto, and including all intellectual property rights in and to all of the foregoing.
• The Customer and its Users may download Materials to the extent necessary to access and use the Service in accordance with these Terms, but may not otherwise copy, reproduce, republish, post, transmit, display, perform, distribute, modify or create derivative works from the Materials without Navarik’s prior written approval.

Trademarks

Navarik owns its name, logo, and all of its other trademarks and trade names appearing on the Service. Unless otherwise indicated, all other names, logos, trademarks appearing on the Service are owned by third parties and are used under licence.

Equipment & Connections

The Customer is solely responsible for ensuring that it has the necessary hardware and software equipment, technology support and communications connections that may be necessary to enable the Customer and its Users to access and use the Service. Navarik will have no responsibility for the workings of the Customer’s or its Users’ computer equipment, workstation performance, its office network configuration(s) as they pertain to network appliances, optimization, malware protection or security software technologies or appliances, or any other software it uses, or its Internet access provider’s quality of service.

Interruptions & Errors

The Customer acknowledges that its access to and use of the Service might be interrupted and will not be free of errors. The Service may be unavailable from time to time due to routine maintenance, upgrades, hardware or software malfunctions, repairs, power outages, hackers, denial of service attacks, unforeseeably large service demands, or other reasons beyond our control.

Modifications

From time to time Navarik may add new features to the Service, suspend or discontinue existing features from the Service, or otherwise modify the Service and the Materials (including their functionality, “look-and-feel” and software components), all without notice or liability to the Customer.

Disclaimers

• The Customer acknowledges that the technical processing and transmission of electronic communications (including the transfer of information, text, signals, images, sounds or data of any nature transmitted in whole or part electronically) (the “Electronic Communications”) is fundamentally necessary to the use of the Service. The Customer expressly consents to Navarik’s transmission, receipt and storage of the Customer’s Electronic Communications, and the Customer acknowledges that the Customer’s Electronic Communications will involve transmission over the Internet and over various networks, over which Navarik has no control. The Customer further acknowledges that the availability of and access to the Service may be subject to limitations, delays and other problems inherent in the use of the Internet and Electronic Communications. Navarik is not responsible for any unavailability, delays, or data or message transmission failure in the Service to the extent attributable to such problems beyond its reasonable control.
• The Customer acknowledges that security risks cannot be eliminated and that the Internet and other networks are not secure mediums. Subject to section 11 (Security and Viruses), Navarik is not responsible if the Customer’s Electronic Communications contain Harmful Components, and is not responsible if the Electronic Communications are lost, delayed, altered, intercepted, accessed, copied or stored without authorization during the transmission of any data whatsoever across networks outside of Navarik’s control, provided that Navarik promptly notifies the Customer of any such instances of which it becomes aware and, at the Customer’s expense, reasonably cooperates with the Customer in identifying the source of the problem and in rectifying the problem. For greater certainty, the Customer acknowledges and agrees that Navarik has no obligation to monitor the transmission of data across networks outside of Navarik’s control.
• Except as expressly provided in these Terms, the Service, and any other work or services agreed between the parties will be provided on an “as is” basis without any representations, warranties, conditions or guarantees whatsoever, whether express or implied by law or custom, and in particular (without limitation) without any representations or warranties as to fitness for a particular purpose, merchantability, quality, durability, title or non-infringement of intellectual property rights or any other rights.

Limitation of Liability

Except for a party’s fraud or wilful misconduct, Navarik will never be liable to the Customer or the Users, and the Customer and the Users will never be liable to Navarik, for any:

• Special, consequential, indirect or incidental damages, whether in contract, tort or otherwise, arising directly or indirectly from the use of the Service, any Product or any other services under these Terms, even if a party is expressly advised of the possibility of such loss, injury or damages and even if such damages are foreseeable; or
• Lost profits, lost business, lost revenue, lost opportunities, lost customers; business interruptions; loss of or damage to data; cost of replacement products or services; or loss of or damage to reputation or goodwill.

Except for a breach of the its obligations under section 11 (Security and Viruses), Navarik will never be liable to the Customer or the Users for any damage (direct or indirect), liability, cost or expense incurred by any of them as a consequence of receiving any Harmful Component through use of the Service or as a consequence of an intended recipient not being able to send or not receiving a transmission of data or a transmission of a message of any kind or medium (whether electronic mail, telex, facsimile or otherwise, as applicable), through the use of the Service.

If, despite the limitations in these Terms, Navarik becomes liable to the Customer or any third party, Navarik’s aggregate liability under these Terms will not exceed the lesser of (i) proven direct damages suffered; (ii) the total amount paid to Navarik by the Customer with respect to the Service in the 3 months immediately before the first event giving rise to liability and (iii) CAD $250.

Customer’s Indemnity

Subject to the limitations of liability set out in these Terms, the Customer will defend, indemnify and hold Navarik harmless from and against all claims, fines, taxes, damages, expenses, costs (including actual legal fees and expenses) incurred by Navarik or its officers, directors, shareholders, employees and representatives for any reason relating directly or indirectly to: (a) the Customer’s breach of any of the Customer’s obligations, representations or warranties in these Terms, or (b) any activities conducted by the Customer or by the Users or through the Account or otherwise under the Users’ usernames, or (c) any security breaches caused by the Customer or the Users.

Injunctive Relief

The Customer acknowledges and agrees that any breach of these Terms will likely cause injury to Navarik that will not be readily measurable in monetary damages and will be irreparable, and that if there is any existing or threatened breach then Navarik will be entitled to an injunction from a court of competent jurisdiction against the Customer (without waiving any other available rights or remedies) without the necessity of proving actual damages or posting a bond.

Force Majeure

Navarik will not be liable for any non-performance or delay in its performance that is due wholly or in part to any cause beyond its reasonable control.

Law & Jurisdiction

These Terms will be governed by and construed in accordance with the laws in effect in British Columbia, Canada. The courts of British Columbia, Canada are to have exclusive jurisdiction to settle any dispute that may arise out of or in connection with this agreement, provided that Navarik may apply to any court of competent jurisdiction for interim protection or equitable relief such as an interlocutory or interim injunction.

Independent Contractors

The parties are independent contractors and neither party is the agent or partner of the other party.

Entire Agreement

These Terms and any applicable Product Terms constitute the entire agreement between the parties with respect to Services and the Account and there are no representations or warranties, express or implied, statutory or otherwise and no agreements collateral to this agreement, other than as expressly set out or referred to in these Terms and any applicable Product Terms. If there is any conflict or inconsistency between these Terms and any Product Terms applicable to the Customer, the Product Terms will prevail.

Persons Bound

These Terms will bind and benefit each of the parties including their respective lawful successors and permitted assigns.

Waiver

Failure by either party in exercising any right, power or privilege hereunder will not act as a waiver, nor will any single or partial exercise thereof preclude either party from exercising any right, power or privilege.

Severability

If any portion of these Terms is invalid or unenforceable, the invalidity or unenforceability will attach only to that portion of the Terms, and the remainder of the Terms will remain in full force and effect.