These Terms of Use and our Privacy Policy form a legal Agreement (“the Agreement”) between Noranda Education Inc. and its affiliated companies (“Noranda” or “we” or “us”) on one part, and higher education professionals such as deans, vice-deans, associate deans, program directors, department heads, section heads, professors, lecturers and teaching assistants of higher education institutions (“instructors” or “you”) on the other part. Each party to this agreement may be referred to as “a Party” and both parties may be referred to as “the Parties.”
It is understood that instructors wish to request and maintain a higher education instructor account on our website located at www.NorandaEducation.com (the “Website”) for obtaining a free read-only access to non-downloadable eBooks and materials made available for examination by instructors of higher education institutions such as universities and colleges. It is further understood that Noranda is pleased to make eBooks and education materials available free of charge, for examination by instructors, in accordance with the terms and conditions of this Agreement.
By requesting a higher education instructor account, namely by filling out the instructor account request form on our Website and sending your request, you agree with these Terms of Use and our Privacy Policy. You further agree to use our Website, your instructor account and the read only access privilege offered to you by Noranda in accordance with this Agreement.
If you do not agree with these Terms of Use and our Privacy Policy, you must abstain from requesting a higher education instructor account, or you must delete your existing instructor account from our Website. In this case, we kindly request that you contact us to explain your disagreement, as we would appreciate your feed-back. You can reach us by using the Contact Us section of our Website.
1. CONDITIONS FOR REQUESTING AN INSTRUCTOR ACCOUNT
By requesting a higher education instructor account, you affirm that you meet all of the following conditions:
2. CONDITIONS FOR THE USE OF YOUR INSTRUCTOR ACCOUNT
Our Website enables instructors to request a higher education instructor account, and to create and maintain such an account to access eBooks and materials published by Noranda. By using our Website to create and access your instructor account, you agree to the following conditions:
3. CONDITIONS FOR ACCESSING EBOOKS AND MATERIALS
Noranda gives instructors a free read only access to eBooks and materials published by Noranda. This read only access is strictly meant to allow instructors to examine eBooks and education materials to help instructors determine if our books and materials should be adopted for higher education courses at their institution. By requesting a higher education instructor account for examining eBooks and materials published by Noranda and available on our Website, you agree to the following conditions:
4. ACCURACY OF INSTRUCTOR ACCOUNT INFORMATION
To obtain a higher education instruction account, you are asked to provide certain personal information and business contact information that will be used to authenticate you as a higher education professional / instructor with your institution. Our information collection and use policies are outlined in our Privacy Policy.
Under no circumstances shall you provide misleading or incomplete information as part of your request for a higher education instructor and account profile updates. You further acknowledge that you are solely responsible for the accuracy and content of your personal information and business contact information included in your instructor account profile, and you agree to keep it up to date. You will inform us if you are no longer employed with the higher education institution that you have designated, in which case you may request another instructor account using your coordinates from another higher education institution where you are currently employed.
5. TERMINATION OF INSTRUCTOR ACCOUNT
You may delete your higher education instructor account at any time. However, you must delete your account if you no longer meet the terms and conditions of this agreement. Noranda reserves the right to delete your account and terminate your access to our eBooks and education materials at any time, for any reason, and without prior notice. Furthermore, if you willfully violate these Terms of Use, or willfully provide false or misleading information to us in your profile or as part of any correspondence with us, we reserve the right to report such violations to your educational institution.
We will follow-up with you from time to time to determine if your access should continue for examination purposes. We may at our sole discretion allow you to continue to access our eBooks and materials for examination purposes. Alternatively, we may determine, at our sole discretion, that you do not have a genuine interest in using our books and materials for courses, and/or that you do not have a clear intention of getting your institution or campus bookstore to place orders for our books to be available for purchase by students attending courses at your institution.
6. NO GRANTING OF RIGHTS
Your higher education instructor account and access to eBooks and materials are provided by Noranda strictly as a privilege to you, in order that you may examine eBooks and materials for education purposes.
Your instructor account and access do not constitute a right to use or benefit from our intellectual property in any way other than through proper attribution under fair use guidelines, or prior written permission from Noranda for reproducing materials. For clarity, the fair use guidelines of The Chicago Manual of Style and Chicago University Press shall apply to this agreement with respect to your access and potential use of our eBooks and education materials.
You are free to provide or not provide feed-back on the content available to you on our Website. It is understood that you will refer to the original source of your feed-back if the ideas behind your feed-back do not originate from you. You understand that the feedback that you may provide, may or may not be used to update our Website, eBooks or education materials. In the event that your feed-back is used in whole or in part, it is clearly understood that it becomes the intellectual property of Noranda and its affiliated companies. In this regard, with respect to the feed-back that you may provide, you also understand that this Agreement does not offer or grant you or your institution, or any of your successors, heirs or assigns, any rights in, license under, consideration or compensation in regards to any past, present or future Website, information or publication developed by Noranda or its affiliated companies, employees or agents, including but not limited to Website content, social media content, brochures, articles, manuscripts, books, presentations, guides, education materials, drawings, designs, pictures, ideas, methods, processes, copyrights, logos, trademarks or patents.
For clarity, no intellectual property rights, licenses, royalties or compensation of any kind are assigned, transferred, granted or offered to you or to your institution under this Agreement, or in regards to any feedback that you may decide to provide on the contents of our Website, books or education materials.
7. NO EXPLICIT OR IMPLICIT TEAMING
This Agreement shall not be construed as a teaming, joint venture, partnership or any other such arrangement. Nothing in this Agreement shall grant Noranda, or any instructor or its higher education institution the right to make commitments of any kind on behalf of the other party, without the prior written consent of that party.
8. NO WARRANTIES AND LIMITATION OF LIABILITY
Access to our Website and content is provided free of charge, as a privilege for instructors to examine eBooks and education materials to determine if they should be used for teaching courses at their higher education institution. Our Website is protected with secure socket layer technology, which is designed to provide a secure connection between our Website and your browser. When you create your higher education instructor account on our Website, your password is encrypted and never visible to us or anyone else. In addition, our database of instructor accounts is protected from unauthorized access, and your data within the database is encrypted for additional protection against the possibility that our database or a portion of it may be illegally copied or downloaded. For added protection, we use the services of a reputable website hosting company that has very strong cyber and computer security protocols. However, despite our best efforts and the efforts of our website service provider, we cannot guarantee that cyber security issues will never be encountered.
YOU THEREFORE UNDERSTAND AND AGREE THAT OUR WEBSITE AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL THE POTENTIAL DEFECTS THAT THEY MAY HAVE. NORANDA AND ITS SERVICE PROVIDERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. NORANDA DOES NOT WARRANT THAT THIS WEBSITE, ITS CONTENT, BOOKS OR EDUCATIONAL MATERIALS WILL BE FIT OR SUITABLE FOR ANY PARTICULAR PURPOSE AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE; ALL OF WHICH ARE HEREBY WAIVED BY YOU AND DISCLAIMED BY NORANDA TO THE FULLEST EXTENT PERMITTED BY LAW. NORANDA ASSUMES NO RESPONSIBILITY FOR, AND MAKES NO WARRANTIES THAT, THE INFORMATION AND CONTENT CONTAINED IN THIS WEBSITE WILL BE AVAILABLE ON AN UNINTERRUPTED BASIS, WILL BE TIMELY OR ERROR-FREE, OR WILL CONTAIN NO VIRUSES OR OTHER HARMFUL COMPONENTS. NORANDA SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INACCURACY, DELAY, INTERRUPTION IN SERVICE, ERROR OR OMISSION, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES RESULTING THEREFROM.
YOU AGREE TO USE OUR WEBSITE AND TO ACCESS OUR CONTENT ENTIRELY AT YOUR OWN RISK. YOU ARE ENTIRELY AND SOLELY RESPONSIBLE FOR ENSURING THAT YOUR COMPUTER, INTERNET CONNECTIONS AND COMMUNICATION DEVICES ARE PROPERLY PROTECTED FROM CYBER SECURITY THREATS, WHICH MAY OR MAY NOT ORIGINATE FROM OUR WEBSITE.
IN NO EVENT WILL NORANDA, ITS AFFILIATES, SUBSIDIARIES, LICENSORS AND/OR OFFICERS, DIRECTORS AND/OR EMPLOYEES OF ANY OF THE FOREGOING (COLLECTIVELY, THE “NORANDA PARTIES”) BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR ANY OTHER TYPES OF LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS WEBSITE OR ITS CONTENT, INCLUDING, WITHOUT LIMITATION, ANY LOST TIME, LOST MONEY, LOST PROFITS, LOSS OF PROGRAMS OR DATA ON YOUR EQUIPMENT, BUSINESS INTERRUPTION OR GOODWILL, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN WITH RESPECT TO ANY USE OF THIS WEBSITE. IN NO EVENT WILL ANY OF THE NORANDA PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT OR THIS WEBSITE.
Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH JURISDICTIONS, THE LIABILITY OF THE NORANDA PARTIES FOR SUCH DAMAGES SHALL BE LIMITED TO THE LEAST LIABILITY PERMITTED BY LAW.
9. EXTERNAL WEBSITES
Our Website may contain links to third party applications or websites (“External Websites”). These links are provided solely as a convenience to you. When you access an External Website from a link on our Website, you understand that we have no control over the External Website, and therefore, we assume no liability for its use. We make no representation regarding the validity and accuracy of the contents included on External Websites, and we shall not be liable for any errors, omissions, violation of rights, illegal conduct, or cyber security issue arising from External Websites. It is clearly understood that you use the links on our Website and the External Websites entirely at your own risk.
10. BREACH OF AGREEMENT
It is hereby understood and agreed that monetary damages shall be an insufficient remedy in the event of a breach associated with this Agreement, and that any such breach may cause great and irreparable injury or damage to the other Party. Accordingly, the Parties agree that each other shall be entitled, without waiving any additional rights or remedies otherwise available to them by law, in equity or by statute, to injunctive and other equitable relief in the event of a breach, intended breach or threatened breach by the either Party.
11. INDEMNIFICATION
You agree to defend, indemnify, and hold the Noranda Parties harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from or associated with your breach of these Terms of Use or your access to, use or misuse of our Website or its content, including eBooks and educational materials. Noranda shall provide notice to you of any such claim, suit, or proceeding. Noranda reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to promptly cooperate with any reasonable requests assisting Noranda’s defense of such matter.
12 .WAIVERS BY NORANDA
Noranda’s failure to act on or enforce any provision of this Agreement shall not be construed as a waiver of its right and authority to act or enforce any given provision of this Agreement, or as a waiver of any other provision of this Agreement. No waiver shall be effective against Noranda unless made in writing by Noranda officials, and no such waiver shall be construed as a waiver in any other or subsequent instance.
13. CHOICE OF LAW AND JURISDICTION
Our Website and content are located in Canada. Persons who choose to access our Website and content from other countries do so on their own initiative, and are responsible for compliance with their local laws, if and to the extent that these laws may be applicable to them.
This Agreement shall be governed solely by the laws of the Province of Ontario and the laws of Canada as applicable, without reference to any law or conflict of law that may originate from another jurisdiction. The parties to this agreement consent to the personal and exclusive jurisdiction of the provincial and federal courts of Ottawa, Ontario. This choice of law and jurisdiction governs all claims arising out of, or related to this Agreement.
14. AGREEMENT UPDATES
We may update these Terms of Use and our Privacy Policy from time to time. It is your responsibility to examine these Terms of Use on a regular basis to ensure that you are in compliance with them. In the event of a major revision to these Terms of Use or to our Privacy Policy, we will endeavor to communicate the revision to you by email. Our decision to communicate or not communicate changes to these Terms of Use or to our Privacy Policy does not remove your responsibility to examine them on a regular basis while you maintain your higher education instructor account with us.
Your continued use of our Website and of your higher education instructor account following the posting of updates to our Terms of Use and Privacy Policy constitutes your acceptance and agreement with the updates. If you object to any of the updates, we ask that you stop accessing our Website and delete your instructor account.
15. SECTION HEADINGS
The headings of the sections of this Agreement have been inserted for convenience. The headings are not a part of this Agreement and shall not be deemed or interpreted in any manner to modify, explain, enlarge or restrict any of the terms and conditions of this Agreement.
16 . CHOICE OF LANGUAGE
Canada has two official languages, namely English and French. The Parties hereto confirm that it is their wish that this Agreement, including all notices, have been and shall be written in the English language only. Les parties conviennent et ont expressément exigé que cet accord, incluant toutes notifications, soient rédigés dans la langue anglaise seulement.
17. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between Noranda and you with respect to the use of our Website, your higher education instructor account, and your access to eBooks and education materials posted on our Website. This Agreement supersedes all previous agreements, whether written or oral regarding all or any subject matters. No modification or amendment of this Agreement will be effective unless it is in writing and signed by authorized representatives of both parties to this Agreement.
18. VALIDITY OF AGREEMENT
Each party represents and warrants that this Agreement constitutes a valid and binding obligation and is enforceable in accordance with its terms and conditions. If any term or condition of this Agreement proves to be invalid, illegal or unenforceable based on the applicable choice of law and jurisdiction, such invalidity, illegality or unenforceability shall not affect or invalidate any other term or condition of this Agreement. Where permissible by law, the offending provision shall be replaced by a valid provision that reflects as closely as possible the bona fide intent of this agreement, or the offending provision shall be interpreted in a manner consistent with the bona fide intent of this agreement.
19. SURVIVAL OF AGREEMENT
Noranda reserves the right, at its sole discretion, to restrict, suspend, or terminate the use or access of its Website and content, to discontinue any portion, feature, or content thereof, or delete your higher education instructor account at any time, for any reason and without prior notice or liability.
The terms and conditions of this Agreement shall survive any discontinuation of our Website or removal of content, any sale or transfer of ownership of Noranda or its affiliated companies to another company or group of companies, and shall also survive the deletion or termination of your instructor account.
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