Emerge Knowledge Design Inc., (hereafter referred to as “Emerge Knowledge”, and also referenced by “We”, “Our”, and “Us”) whose principal place of business is at 401-250 McDermot Avenue, Winnipeg, MB, Canada, R3B 0S5, is the developer and sole owner of Re-TRAC Connect™ software. “You” and “Your” means the user of Emerge Knowledge’s Re-TRAC Connect™ software. It is important that You take the time to carefully read this legally binding agreement between You and Emerge Knowledge.
- By “Re-TRAC Connect™”, we mean Emerge Knowledge’s proprietary web-based Re-TRAC Connect™ software, or any successor software thereof, including source code, databases, and any modifications, enhancements, and improvements, and any related documentation, updates, and user support and/or training materials thereto (the "Software");
- By websites, we mean Emerge Knowledge’s websites located at emergeknowledge.com and re-trac.com, including all sub-domains, present and future (the “Websites”).
2. Provision of Re-TRAC Connect by Emerge Knowledge
Emerge Knowledge continuously innovates in order to improve Re-TRAC Connect™. You acknowledge and agree that the form and nature of Re-TRAC Connect™ which Emerge Knowledge provides may change from time to time without prior notice to You.
Emerge Knowledge is not liable for the loss of any service, access, or data resulting from outages of Your equipment or Your Internet service provider or for any unforeseen or preventable reasons such as but not limited to acts of God, fires, floods, explosions, pandemic flu, wars, governmental action or inaction or requests of governmental authority, accidents, the unforeseen breakdown of the world wide web or any third-party telecommunications carrier, third party strikes, and third party lockouts.
You acknowledge and agree that if Emerge Knowledge deactivates or suspends access to Your account, You may be prevented from accessing the Services, Your account details, or any content which is contained in Your account.
3. Use of Re-TRAC Connect by You
- any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions (including, without limitation, privacy laws, intellectual property laws, anti-spam laws, and any laws regarding the export of data or software to and from Canada, the United States, or other relevant countries). You agree not to access (or attempt to access) Re-TRAC Connect™ by any means other than through the interface that is provided by Emerge Knowledge.
You agree that You will not:
- use the Software to provide services to third parties, or reproduce, duplicate, copy, sell, trade, lease or distribute Re-TRAC Connect™ for any purpose, with or without consideration, to any third party;
- access, store, distribute, or transmit any malicious code (attack scripts, viruses, worms, Trojan horses, backdoors, and other damaging active content), or any material during the course of Your use of the Software that is unlawful, harmful, threatening, defamatory, obscene, discriminatory, or any material in violation of third-party privacy rights, or which causes damage or injury to any person or property; or
- send or post spam or other unwelcomed communications to others during the course of any use of the Software.
4. Your Passwords and Account Security
You agree and understand that You are responsible for maintaining the confidentiality of passwords associated with any account You use to access Re-TRAC Connect™. You are responsible for safeguarding the password that You use to access Re-TRAC Connect™ and for any activities or actions under Your password. We encourage You to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with Your account. Accordingly, You agree that You will be solely responsible to Emerge Knowledge for all activities that occur under Your account. If You become aware of any unauthorized use of Your password or of Your account, You agree to notify Emerge Knowledge immediately at email@example.com.
5. Proprietary Rights
- Unless You have been expressly authorized to do so in writing by Emerge Knowledge, You agree that in using Re-TRAC Connect™, You will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
- Any feedback, comments, or suggestions You may provide regarding the Services is entirely voluntary and Emerge Knowledge will be free to use such feedback, comments or suggestions as we see fit and without any obligation to You.
6. No Reverse Engineering of the Software
You understand and agree that You may not (and You may not permit anyone else to) access the Software for the purpose of building a competitive product or service, or cause or permit the reverse engineering, disassembly, decompilation, or modification of all or any portion of Re-TRAC Connect™, and that You shall not create derivative works based on Re-TRAC Connect™.
7. Software Updates
Re-TRAC Connect™ may be updated from time to time on a software release cycle determined by Emerge Knowledge. These updates may take the form of bug fixes, new functionality, new software modules, and completely new versions. You agree to receive such updates (and permit Emerge Knowledge to deliver these to You) as part of Your use of Re-TRAC Connect™.
8. Content Permission From You
You agree that You are authorized to use and are solely responsible for the legality, reliability, integrity, accuracy, and quality of any content and data that You create, submit, transmit, post, display, or share while using Re-TRAC Connect™ and the Services. You further agree that all relevant third parties have been informed and have given consent regarding any personal information that You choose to submit, transmit, post, display and share using Re-TRAC Connect™ and the Services. You agree that Emerge Knowledge has no responsibility to You or to any third party for the consequences of Your actions (including any loss or damage which Emerge Knowledge may suffer) by doing so. All content is the sole responsibility of the person who originated such content.
You agree that Emerge Knowledge may use content and data which You create, submit, transmit, post, display, or share on or through the Re-TRAC Connect™ and the Services. You also agree that if you decide to join a third party Program/Directory/Toolkit via the Software, any content and data that you choose to report to or share with the Program/Directory/Toolkit belongs to the Program/Directory/Toolkit and cannot be retrieved, nor is Emerge Knowledge responsible for how it is used by the Program/Directory/Toolkit. Furthermore, You understand and agree that managers of any third party Program/Directory/Toolkit You decide to join via the Software may communicate with You to provide notices and service messages that in their sole discretion are determined to be material to their members’ participation in the Program/Directory/Toolkit, via a message sent through the Re-TRAC Connect internal messaging system; and/or an email sent to the email address associated with Your account.
You understand that Emerge Knowledge, in providing Re-TRAC Connect™ and the Services to our users, may:
- Transmit, transport, or distribute Your Content over various public networks and in various media;
- Host public profiles, including the information that You choose to share with the public on the World Wide Web, outside the Re-TRAC Connect™ database. Therefore Your public profile should only include information that you choose to share with the public; and
- Make such changes to Your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services, or media. You agree that You permit Emerge Knowledge to take these actions.
9. Third Party Services and Content in Re-TRAC Connect™
Emerge Knowledge works closely with other third party service providers (collectively, the “Third Party Businesses” and, individually, a “Third Party Business”). These are Businesses that We do not control or own any shares in, which deliver fee-based services in the Software Toolkit, and with whom We co-market. Your choice to use the fee-based services of these Third Party Businesses is at Your discretion and is subject to the terms established in a separate agreement between You and the relevant Third Party Business.
You should be aware that third party content presented to You as part of Re-TRAC Connect™, including but not limited to content in Programs/Directories/Toolkit/Community Center/public profiles from other Re-TRAC Connect™ users, and from Third Party Businesses within Re-TRAC Connect™, may be protected by intellectual property rights which are owned by those users or Third Party Businesses who provide that content to Emerge Knowledge (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this content (either in whole or in part) unless You have been specifically told that You may do so by Emerge Knowledge or by the owner of that content, in a separate agreement in writing between You and that owner. In consideration for Emerge Knowledge granting You access to and use of Re-TRAC Connect™, You agree that Emerge Knowledge may place third party content on Re-TRAC Connect™ in accordance with these terms and conditions.
Any use or reliance on any content, materials or communications posted via Re-TRAC Connect™ or obtained by You through Re-TRAC Connect™ is at Your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any content, materials or communications posted via Re-TRAC Connect™ or endorse any opinions expressed via Re-TRAC Connect™. Under no circumstances will Emerge Knowledge be liable in any way for any such content, materials or communications, including, but not limited to, any errors or omissions in any such content, materials or communications, or any loss or damage of any kind or nature whatsoever incurred as a result of the use of any such content, materials or communications posted, emailed, transmitted or otherwise made available via Re-TRAC Connect™ or broadcast elsewhere.
10. Other Content
The Services may include hyperlinks to third party websites, content, resources or services. You agree that any links to other third party websites are provided merely as a convenience and do not imply Emerge Knowledge’s endorsement of the linked or referenced sites, services or their content. Emerge Knowledge is not responsible for the availability, accuracy, reliability, or currency of the information or services provided on the linked sites or by external sources. You acknowledge and agree that Emerge Knowledge is not liable for any loss or damage which may be incurred by You as a result of the availability of those external sites, services, or resources, or as a result of any reliance placed by You on the completeness, accuracy or existence of any advertising, products, or other materials on, or available from, such websites or resources. You acknowledge sole responsibility for and assume all risk arising from Your use of any such web sites or resources.
12. Other Notices and Service Messages
You understand and agree that Emerge Knowledge may provide You with notices and service messages that We in our sole discretion determine to be material to the use of the Software in the following ways:
- a message sent through Re-TRAC Connect; and/or
- an email sent to the email address associated with Your account.
You agree to keep your contact information current and We request that You review your account settings to control and limit what kind of optional messages you receive from Us.
13. NO REPRESENTATIONS, WARRANTIES OR CONDITIONS
YOU UNDERSTAND AND AGREE THAT YOUR USE OF RE-TRAC CONNECT™ AND THE SERVICES IS AT YOUR SOLE RISK AND THAT RE-TRAC CONNECT™ AND THE SERVICES ARE NOT GUARANTEED AND ARE PROVIDED "AS IS" AND "AS AVAILABLE". EMERGE KNOWLEDGE HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO RE-TRAC CONNECT™ AND THE SERVICES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF MERCHANTABLE QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING BY STATUTE OR OTHERWISE, OR FROM A COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS IN CERTAIN SITUATIONS, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. EMERGE KNOWLEDGE ALSO PROVIDES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS AS TO UNINTERRUPTED OR ERROR FREE SERVICE, OF QUIET ENJOYMENT, OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, THAT THE FUNCTIONS CONTAINED IN OR THE SERVICES PERFORMED OR PROVIDED BY RE-TRAC CONNECT™ WILL MEET YOUR REQUIREMENTS, OF ACCESSIBILITY, OR OF SECURITY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EMERGE KNOWLEDGE OR ANY OF ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A REPRESENTATION OR WARRANTY.
14. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL EMERGE KNOWLEDGE BE LIABLE FOR PERSONAL INJURY, OR FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR AGGRAVATED LOSSES OR DAMAGES OF ANY NATURE OR KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOSSES OR DAMAGES FOR LOST PROFITS OR LOST GOODWILL, LOST OR CORRUPTED DATA, FAILURE TO REALIZE SAVINGS, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL LOSSES OR DAMAGES, OR FOR CONTRIBUTION, INDEMNITY OR SET-OFF IN RESPECT OF ANY CLAIMS AGAINST YOU BY ANY THIRD PARTY, ARISING OUT OF OR RELATED TO YOUR USE OF, DELAY IN USING OR INABILITY TO USE RE-TRAC CONNECT™ AND/OR ANY OF THE SERVICES, REGARDLESS OF CIRCUMSTANCES AND HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF EMERGE KNOWLEDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR IF SUCH LOSSES OR DAMAGES WERE FORESEEABLE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL EMERGE KNOWLEDGE’S TOTAL LIABILITY TO YOU FOR ALL LOSSES AND DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00 USD). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
15. Ending Your Relationship with Emerge Knowledge
If You want to terminate this legal agreement with Emerge Knowledge, You may do so by:
- Notifying Emerge Knowledge at any time, and
- Closing Your accounts for Re-TRAC Connect™, where Emerge Knowledge has made this option available to You.
Emerge Knowledge may at any time, terminate its legal agreement with You if:
- Emerge Knowledge is required to do so by law; or
- The provision of Re-TRAC Connect™ and the Services to You by Emerge Knowledge is, in Emerge Knowledge's opinion, no longer commercially viable.
16. General Legal Terms
17. Entire Agreement