Last Updated: [February 21, 2023]
These terms of use (these “Terms”) govern your use of the TREES Network website located at www.TREESnetwork.themfi.ca (the “TREES Network”) and made available to you or the company or any other legal entity that you represent (in either case, “you” or “your”) by the Martin Family Initiative (“MFI”, “we”, “us” or “our”). These Terms set out your rights and obligations regarding your access to and use of the TREES Network, and the content, features and services made available through the TREES Network (the “Services”). In accessing, using, posting or uploading anything to the TREES Network, you agree to do so at all times in accordance with all applicable laws, regulations and these Terms.
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE TREES NETWORK, AS THESE TERMS GOVERN YOUR USE OF THE TREES NETWORK AND THE SERVICES. BY CLICKING THE “CREATE ACCOUNT” BUTTON AND BY ACCESSING THE TREES NETWORK THROUGH YOUR ACCOUNT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS. YOU REPRESENT AND WARRANT TO US THAT: (A) YOU ARE THE OLDER OF 18 YEARS OLD OR THE AGE OF MAJORITY, WHEREVER YOU RESIDE; (B) YOU CAN FORM A LEGALLY BINDING CONTRACT ONLINE; (C) THAT YOU HAVE THE FULL RIGHT, POWER AND AUTHORITY TO ENTER INTO AND TO COMPLY WITH THE OBLIGATIONS UNDER THESE TERMS; AND (D) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A CORPORATION OR ANY OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND FULL LEGAL AUTHORITY TO BIND THE COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, OR ARE NOT AUTHORIZED TO DO SO ON BEHALF OF THE CORPORATION OR OTHER LEGAL ENTITY THAT YOU REPRESENT, YOU MAY NOT ACCESS OR USE THE TREES NETWORK.
- Modifications
MFI reserves the right, at its sole discretion, to modify, update or replace these Terms at any time. You agree to periodic review these Terms, so that you are aware of any modifications, updates or replacements made to these Terms. Any modifications, updates or replacements of these terms will become effective on the date on they are posted, which will be indicated by the “Last Updated” date above. By continuing to use or access the TREES Network after any modifications, updates or replacements to these Terms are made by MFI, you will be deemed to have accepted and agreed to be bound by the latest version of these Terms, as modified, updated or replaced.
- Services/Description of Platform
The Training & Resources for Early Education & Schools (TREES) Network is a space for delivering and accessing culturally appropriate training, professional development, resources, communities of practice and peer mentorship opportunities for Indigenous and non-Indigenous early learning professionals working with Indigenous children and families.
- User Account
(a) Requirement to Create Account to Access Platform:
Subject to your acceptance of these Terms, you may create an account on the TREES Network (your “User Account”) by providing your email address and a password that complies with our password requirements. You may only access and use the TREES Network and the Services through your own User Account. As the username for your User Account will be based on the email address that you use to create your User Account, you agree that the email you use to create your User Account will not be based on: (i) the name of another person or entity that is not your own; (ii) a name or trademark that is subject to any third party intellectual property rights to which you do not have the necessary licenses, rights or permits from the owner to use such name or trademark; or (iii) any name that is otherwise offensive, discriminatory, insensitive, vulgar or obscene.
Further, you agree to provide true, accurate, and complete information about yourself, or the corporation or legal entity that you represent, when creating your account, and to maintain any such information to ensure that it remains current at all times. Notwithstanding the foregoing, you agree that MFI will not have any obligation to verify the actual identity or authority of any person using the User Account to access and use the TREES Network or the Services, and that all access to or use of the TREES Network or the Services your User Account will be deemed to be performed by you. Notwithstanding the foregoing, MFI may, in its discretion and at any time, require any person seeking to access and use the TREES Network or the Services to provide a proof of identity, and may deny access to or use of the TREES Network or the Services (or any parts of them) if MFI is not satisfied with such proof or otherwise believes such access is requested by anyone other than you, or is otherwise fraudulent or malicious.(b) User’s Responsibilities:
(c) Restrictions:
In accepting these Terms and creating a User Account, and as a condition to using accessing and using the TREES Network or the Services, you agree at all times:
(i)to use the TREES Network and all the Services solely for lawful purposes, at all times, in full compliance with applicable laws and the provisions of these Terms;
(ii) to keep your User Account and your password secure and confidential, and to not disclose your User Account or your password to any other person or permit any other person to use the User Account;
(iii) to use best efforts to prevent unauthorized access to or use of the TREES Network and to immediately notify MFI upon becoming aware of any breach of security or unauthorized use of or access to your User Account; and
(iv) that any information you provide or transmit to the TREES Network (whether or not it is about yourself, or the corporation or other legal entity that you represent) is true, accurate, current and complete.
(i) When accessing or using the TREES Network, you are at all times prohibited from:
(ii) circumventing or attempting to circumvent any security measures MFI has put in place to protect the TREES Network, including any authentication measures;
(iii) introducing, transmitting or otherwise uploading on to the TREES Network any viruses, Trojan horses, worms, logic bombs, or other malicious or technologically harmful material;
(iv) restricting, disrupting or disabling, or attempting to restrict, disrupt or disable: (A) any access to or from the TREES Network or the Services, including, as may be provided to any other users, hosts, servers, or networks; or (B) MFI’s ability to use, access, host, make available or monitor the TREES Network;
(v) generating or facilitating the transmission of spam or commercial electronic messages through or with the TREES Network in contravention of Canada’s Anti-Spam Legislation or any other applicable anti-spam law of regulation;
(vi) using any automated means or processes, including web-scrapping software and harvesting bots, robots or spiders, to access the TREES Network or the Services for any purpose, including monitoring or copying any of the material or content on the TREES Network or provided through the Services;
(vii) removing any copyright, trademark or other notices of proprietorship on the TREES Network or the Network Content (as defined below);
(viii) attacking the TREES Network via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing;
(xi) renting, leasing, lending, selling, sublicensing, assigning, distributing, publishing, transferring, or otherwise making available the TREES Network or any of the Services, whether on a commercial basis or not, including, on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; and
(x) otherwise attempting to interfere with the proper working of the TREES Network.
(d) Responsibility for User Account:
You agree that, you will be responsible and liable for any activity performed using or through your User Account, and if you violate any of the terms under these Terms, we may revoke or otherwise suspend your access and use of your User Account
(e) Privacy
You acknowledge that MFI may collect identifiable information about you, including when you create your User Account, when you upload or post User Content (as defined below) or when you interact with certain interactive functionalities of the TREES Network or the Services, or when otherwise communicating with us (collectively, “Personal Information”).
The protection of your Personal Information is a priority to us. To the extent that we collect, use or communicate any of your Personal Information, we will do so in accordance with our privacy policy hosted at: https://treesnetwork.themfi.ca/privacy-policy/ (our “Privacy Policy”) and otherwise in accordance with applicable privacy and data protection laws. By accepting these Terms, you consent to the collection, use and communication of your Personal Information by MFI in the manners and for the purposes described in our Privacy Policy.
To the extent you provide us with Personal Information that does not solely relate to you, you represent and warrant to us that you have all the necessary rights, permits and authorizations to communicate the Personal Information to MFI and for MFI to use such Personal Information in the manners and for the purposes described in our Privacy Policy.
(f) No Guarantee of Security:
You acknowledge and agree that the transmission of information, including Personal Information, via the internet may not be entirely secure. Accordingly, although we take reasonably adequate measure to protect all your Personal Information, we cannot guarantee the security of your Personal Information or any other files, images, video or audio clips, photographs, graphics, pictures or other types of materials and content (collectively your “User Content”), including any content protected by intellectual property rights, when it is communicated, uploaded, or otherwise transmitted to or from the TREES Network or through the use of the Services. You therefore agree that any Personal Information or User Content that you communicate, upload or otherwise transmit to the TREES Network or through your use of the Services will be at your own risk. - Intellectual Property
(a) MFI’s Ownership:
As between you and us, you agree that the TREES Network, the Services, and all content and other materials on the TREES Network or otherwise provided through the Services (including all rights, title and interests (and all intellectual property rights) in and to any of the foregoing) (collectively, the “Network Content”) is owned by us, our affiliates, or our third party licensors, including but not limited to, any and all text, graphics, logos, icons, images, headers, illustrations, audio and video clips, specifications, industrial designs and software on the TREES Network or otherwise provided through the Services. In addition, as between you and us, you agree that we own any trade names, trademarks (registered or unregistered) or other intellectual property that is in or with the TREES Network or the Services, and any use, misuse or copying of any such intellectual property without our express written authorization is prohibited.
(b) Limitations on Use of Platform:
Subject to your compliance with the terms and conditions set out under these Terms, MFI grants you a limited, personal, non-exclusive, non-transferable, non-sublicenseable and revocable right to access and use the TREES Network the Services, and the Network Content solely for your own personal purposes or, if you are entering into these terms on behalf of a corporation or other legal entity, for your own internal business purposes. Without limiting any of the restrictions set out under Section 3(c), you acknowledge and agree that the foregoing rights are limited to non-commercial uses only. Further, you acknowledge agree that nothing under these Terms grants you any rights, title or interests in or to the TREES Network, the Services or the Network Content, and to the extent you obtain any rights, title or interests in or to any of the foregoing, you hereby assign all such rights, title or interests to us. - User Contributions/Content
(a) Acknowledgement of Ability to Submit User Contributions:
The TREES Network or the Services may permit you in certain instances to upload or post User Content. You agree that nothing under these Terms requires you to upload, provide or otherwise transmit any User Content, and any uploading, posting or transmitting of any User Content on or to the TREES Network or through the Services will be done on a voluntary basis. For clarity, MFI may still require you to provide and update Account Data as set out in paragraphs 3(a) and 3(b)(iv) above.
To the extent that you upload, post or otherwise transmit any User Content to the TREES Network or through the Services, you represent and warrant to us that:
(i) your User Content does not and will not violate any applicable laws, including any intellectual property rights of any third parties; and
(ii) subject to paragraph (a)1(a)(i), all User Content, whether it can be protected by intellectual property rights or not, that you upload, post or transmit to the TREES Network or through the Services is owned by you or that you otherwise have the necessary rights, licenses, permits or authorization to upload, post, or transmit such User Content and, to the extent applicable, to grant to us the rights, licenses or sublicenses to use such User Content in or with the TREES Network or the Services for the purposes expressly described under these Terms.
Without limiting the foregoing, in the event you provide any feedback, suggestions, enhancements, improvements or other recommendations about the TREES Network or the Services to MFI, whether or not as part of your User Content (the “Feedback”), you hereby grant MFI a non-exclusive, royalty-free, perpetual, irrevocable, sublicenseable and transferrable license to use such Feedback for any purpose whatsoever. Further, you represent and warrant to us that you have the necessary rights, licenses, permits or authorizations to grant the foregoing to us, and that you granting such license does not violate any applicable laws or any third party rights.
(b) Grant of License for MFI to Use User Contributions:
You hereby grant to MFI, its affiliates and its service providers a non-exclusive, worldwide, royalty-free, perpetual, transferable and sublicenseable license to use, display, reproduce, modify, copy, perform, disclose to third parties your User Content in relation to the TREES Network or the Services.
(c) Restrictions on User Contributions:
You represent and warrant that your User Content and Feedback will in no event contain any material or content that:
(i) infringe upon or misappropriate any third party’s rights, including intellectual property, privacy or publicity rights;
(ii) promote hate, violence or discrimination against individuals or groups;
(iii) unlawful, obscene, defamatory, libelous, threatening, pornographic, graphic or gratuitously violent, harassing, sexually, racially or ethnically offensive, violate any applicable law, including any criminal laws, or is otherwise inappropriate;
(iv) are harmful to minors in any way;
(v) contain any false information or misrepresentation that could result in liability of damages for us or any third party, including reputational damages;
(vi) relate to or encourages any criminal or otherwise unlawful activities or conduct that could give rise to criminal or civil liability; or
(vii) contain unlawful software. - Third Party Websites
The TREES Network may include links or pointers to third party websites, including social media sites, or platforms that are not owned, controlled or operated by MFI (“Third Party Sites”). MFI makes no representations and gives no warranties about Third Party Sites that you may access from the TREES Network. If you choose to access a Third Party Site, you do so at your own risk. As MFI has no control over the content of Third Party Sites, it accepts no responsibility or liability for the use of any Third Party Sites or their content, or for any loss or damage that may arise from your use of them. When accessing any Third Party Sites, you may be subject to any terms and conditions of such Third Party Site.
MFI Rights and Disclaimers
(a) Right to Remove User Contributions:
MFI reserves the right to remove any User Content you upload or post on the TREES Network or through the Services at its sole discretion and without the obligation to provide any notice or reasons to you. For clarity, MFI has no obligation to review, display, accept or exploit your User Content or Feedback, or to monitor the TREES Network or any material or content uploaded or posted thereon. MFI makes no representation or warranty to you regarding the speed at which materials or content may be removed from the TREES Network.
(b) Right to Take Legal Action:
MFI may from time to time be required by law enforcement, regulatory authorities or applicable laws to take certain actions, including referring certain events or behaviors to relevant authorities or notifying harmed parties or users of any confidentiality incidents or illegal or unauthorized uses of the TREES Network or the Services. Without limiting the foregoing, you agree that MFI has the right to fully cooperate with any law enforcement or regulatory authorities or court order requesting or directing MFI to disclose the identity or other information of anyone posting any materials on or through the TREES Network or the Services. - Geographic Restrictions:
The TREES Network is hosted in Canada and it is intended to be accessed from or used in Canada only. You represent and warrant to us that you will only access and use the TREES Network and the Services in Canada. To the extent you access or use the TREES Network from any other jurisdiction, you agree that we will have no obligations, responsibilities or liability in relation to any such access and use, and you acknowledge that any such access or use will be at your own risk. - Disclaimer of Warranties:
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE TREES NETWORK, THE SERVICES THE NETWORK CONTENT, AND ANY OTHER SERVICES, FUNCTIONALITY, OR MATERIALS THAT MFI PROVIDES TO YOU ON OR THROUGH THE TREES NETWORK IS ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ENTIRELY AT YOUR OWN RISK. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, MFI PROVIDES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE TREES NETWORK, SERVICES, NETWORK CONTENT OR THIRD PARTY SITES OR ANY OTHER MATERIAL INCLUDED IN OR THROUGH THE TREES NETWORK OR THE SERVICES, OR THE ACCURACY OR CONTINUED AVAILABILITY OF ANY OF THE FOREGOING. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
MFI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, OR CONTENT OF THE TREES NETWORK; (C) ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT AND (D) ANY WARRANTIES OF TITLE.
MFI DOES NOT WARRANT THAT THE TREES NETWORK, THE SERVICES OR ANY MATERIAL OR CONTENT MADE AVAILABLE ON OR THROUGH THE TREES NETWORK OR THE SERVICES, WILL BE FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS, OR THAT THE TREES NETWORK OR THE SERVICES WILL BE AVAILABLE OR ERROR FREE, AND MFI WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE TREES NETWORK, THE SERVICES OR ANY MATERIAL OR CONTENT PROVIDED ON OR THROUGH THE TREES NETWORK OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES.
MFI DOES NOT ENDORSE ANY OF THE USER CONTENT, AND WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY OF THE USER CONTENT. FURTHER, MFI HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL RESPONSIBILITY ANY LIABILITY TO ANY PERSON OR ENTITY (INCLUDING, WITHOUT LIMITATION, PERSONS WHO MAY USE OR RELY ON SUCH USER CONTENT) FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY USER CONTENT PROVIDED ON OR THROUGH THE TREES NETWORK OR THE SERVICES. - Limitation of Liability:
EXCEPT TO THE EXTENT OTHERWISE PROHIBITED BY LAW, NEITHER MFI NOR ANY OF ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, SHAREHOLDERS, OFFICERS, AGENTS, SERVICE PROVIDERS, LICENSORS, LICENSEES, SUPPLIERS OR SUCCESSORS (COLLECTIVELY, THE “MFI PARTIES”) SHALL BE LIABLE FOR NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE TREES NETWORK, THE SERVICES, THE NETWORK CONTENT OR ANY THIRD PARTY SITES. - Indemnities:
You agree to indemnify, defend and hold harmless the MFI Parties from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms or your use of the TREES Network or Services, including, but not limited to, in relation to your User Content or Feedback and any use of the Network Content, functionality, and other materials made available to you by us through the TREES Network. - General
(a) Interpretation:
For purposes of these Terms: (i) the words “include”, “includes”, and “including” are deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; (iii) the words “herein”, “hereby”, and “hereunder” refer to these Terms as a whole; (iv) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (v) words denoting any gender include all genders. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.
(b) Governing Law:
The TREES Network and these Terms are governed by, and shall be interpreted in accordance with, the laws applicable within the province of Quebec, and the federal laws of Canada applicable in this province, without regard to any conflict or choice of laws rules, and any dispute that might arise between you and MFI. You agree to the personal and exclusive jurisdiction of the courts located in the judicial district of Montreal, Quebec.
(c) Waiver:
The failure by any party to these Terms to exercise, assert or enforce any of its rights will not be construed as a waiver of that right. For a waiver to be valid, it must be signed by you or an authorized representative of MFI, as applicable.
(d) Severability:
In the event that any of the provisions contained therein are held invalid or unenforceable by a competent court of law, the remaining provisions shall remain in full force and effect.
(e) Assignment:
You may not assign these Terms, any of your rights or delegate or otherwise transfer any of your obligations hereunder, in whole or in part, in each case whether voluntarily, involuntarily, by operation of law or otherwise, including in connection with a change of control, without the prior written consent of MFI. MFI may assign or otherwise transfer these Terms, without your consent, in connection with a merger, acquisition or sale of all or substantially all of its assets, or to any of its affiliates or related entities. Any assignment in violation of this section shall be null and void.
(f) Headings:
All titles and headings found in these Terms are only to facilitate reading and will not have any effect on the interpretation of these Terms.
(g) Entire Agreement:
These Terms constitute the entire agreement between you and MFI regarding your access and use of the TREES Network, and supersedes all prior and contemporaneous written or oral agreements, understandings, representations and warranties between you and MFI regarding your access and use of the TREES Network.
(h) Notices:
We welcome your comments, including any of your Feedback, on the TREES Network, the Network Content and our services. If you have any comments, Feedback, questions, concerns or complaints you can contact a MFI representative at treesnetwork@themfi.ca.
