This End User License Agreement ("Agreement" or “EULA”) is a legal contract between you ("User" or "You") and The Research Institute of the McGill University Centre through the CANTRAIN program ("Licensor", "we", or "us") governing your access to and use of the online learning and downloadable materials available through CANTRAIN’s Learning Management System ("Licensed Material").
By clicking "I Agree", you confirm that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not agree, do not access or use the Licensed Material.
1. License Grant
Subject to your compliance with this Agreement, Licensor grants you a limited, non-exclusive, non-transferable, revocable license to:
- Access and view the Licensed Material solely for your personal, educational, or internal business use (“Permitted Use”);
- Where made available by Licensor, download or print a single copy of the Licensed Material for reference, provided that all copyright and proprietary notices are retained.
This license does not permit any resale, redistribution, or commercial exploitation of the Licensed Material.
2. Prohibited Uses
You agree not to:
- Share, distribute, sublicense, or otherwise make the Licensed Material available to any third party outside of a Permitted Use;
- Modify, translate, adapt, or create derivative works based on the Licensed Material;
- Use the Licensed Material in any manner that infringes any intellectual property rights or violates any applicable law;
- Use the Licensed Material in connection with any product or service that competes with Licensor’s offerings;
- Circumvent, disable, or otherwise interfere with any security features of the Licensed Material.
3. Account Security and Password Confidentiality
You are solely responsible for maintaining the confidentiality of any login credentials, including your username and password, used to access the Licensed Material. You agree not to share your password with any third party or allow any unauthorized person to access your account.
You acknowledge and agree that:
- You are fully responsible for all activities that occur under your account, whether or not authorized by you;
- Licensor shall not be liable for any loss or damage arising from your failure to protect your login credentials or from unauthorized use of your account;
- If you suspect any unauthorized access or use of your account, you must notify Licensor immediately.
Failure to comply with this section may result in suspension or termination of your access to the Licensed Material.
4. Intellectual Property Rights
All rights, title, and interest in and to the Licensed Material, including all copyrights, trademarks, and other intellectual property rights, are and shall remain the exclusive property of Licensor or its licensors. This Agreement does not grant you any ownership rights.
5. Termination
This Agreement will take effect (or re-take effect) at the moment You click “I ACCEPT” and accessing the CANTRAIN’s Learning Management System. Subject to the survival rights of certain provisions identified below, either Party may terminate this EULA as follows: Licensor may terminate this Agreement at any time without notice, and on reasonable grounds, which shall include without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term of this EULA. YOU may also terminate this EULA at any time by ceasing to access the CANTRAIN’s Learning Management System.
Upon termination:
- Your license to access CANTRAIN’s Learning Management System will immediately cease;
- All applicable provisions of this Agreement concerning Licensor’s proprietary rights, use of the Licensed Material, disclaimers of warranty, limitation of liability, waiver & severability, entire agreement, and governing law will survive termination of this EULA for any reason.
6. Disclaimer of Warranties
The Licensed Material is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement.
7. Limitation of Liability
To the maximum extent permitted by law, Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, arising out of or related to your use of or inability to use the Licensed Material.
8. Entire Agreement
This Agreement constitutes the entire agreement between You and Licensor regarding the Licensed Material and supersedes all prior or contemporaneous understandings.
Please note that Licensor reserves the right to change the terms and conditions of this EULA by posting a revised EULA or mailing and/or e-emailing notice thereof to YOU. In addition, Licensor may add, modify or delete any aspect or feature of the Licensed Material, but Licensor is not under any obligation to add any upgrade, enhancement, or modification. Your continued access and/or use of the Licensed Material following any announcement change will be conclusively deemed acceptance of the revised terms and conditions of this EULA. Accordingly, please review the terms and conditions of this EULA on a periodic basis.
9. Waiver & Severability
Failure to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver of any as a waiver of any such terms or conditions, and will not be construed as a waiver of any subsequent breach or default of the same or any other term or condition. No waiver shall be effective unless in writing and signed by the party against whom the waiver is to be enforced.
10. Dispute Resolution (Quebec Jurisdiction)
10.1 Private Dispute Prevention and Resolution
In accordance with the principles set out in the Code of Civil Procedure of Quebec, the parties agree to prioritize private dispute prevention and resolution processes before initiating any judicial proceedings. These processes may include negotiation, mediation, or arbitration, as mutually agreed upon by the parties.
10.2 Mandatory Mediation
Before commencing any legal action, the parties shall attempt to resolve the dispute through mediation, unless an urgent remedy is required. The mediation shall be conducted in Quebec by a mediator agreed upon by both parties. If the parties cannot agree on a mediator within fifteen (15) days, either party may request the appointment of a mediator by the Barreau du Québec or another recognized body.
10.3 Jurisdiction and Venue
If the dispute cannot be resolved through mediation, the parties agree that any legal proceedings shall be brought exclusively before the competent courts of the Province of Quebec, judicial district of Montreal, and shall be governed by the laws of Quebec, including the Code of Civil Procedure.
10.4 Costs
Each party shall bear its own costs related to dispute resolution, including mediation and legal fees, unless otherwise determined by the court or agreed upon in writing.
By clicking "I Agree", you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.