These terms and conditions (“Terms”) govern access to and use of Navarik’s TICit Hub
service, 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:
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.
Licence. 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
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
www.ticithub.com/legal/privacy/ You consent to the collections, uses and disclosures
- “Account” means the Customer’s TICit Hub 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
- “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” 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 TICit Hub 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 Obligations. The Customer will ensure that it and its Users
- 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
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 and Viruses. Navarik will take commercially reasonable steps to make the
Service secure, and to ensure that the Service is free of Harmful Components. However:
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.
- 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.
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
Equipment and 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 and 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.
- 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
- 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
Limitation of Liability.
- 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.
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 and 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.
- 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
- 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.