Terms and Conditions

RLS Group.
PLEASE READ CAREFULLY
THIS IS A BINDING LEGAL CONTRACT

This is a legal agreement (the "Agreement") between you, the end-user ("you", "your") and RLS Group ("RLS", "we", "us" or "our") setting out the terms and conditions for your use of our software platform for the display of training content and the assessment of trainee performance, and the specific third-party training content you have ordered a license to (collectively, the "Module").

THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. IN ORDER FOR YOU TO HAVE ACCESS TO THE MODULE, THIS AGREEMENT MUST BE ACCEPTED BY YOU WITHOUT ANY MODIFICATIONS, ADDITIONS, OR DELETIONS. IF YOU DO NOT AGREE TO OR CANNOT COMPLY WITH THE TERMS CONTAINED IN THIS AGREEMENT, YOU MUST REJECT THESE TERMS AND NOT USE THE MODULE.

1. AUTHORIZED USERS
(a) You represent that (i) you have read and understood, and that you agree to be bound by, this Agreement and (ii) you are at least the age of majority in your jurisdiction.
(b) To use the Module, you may be required to provide certain information, including a user name, a password and a valid email address (the "Account Information"). You agree to provide accurate Account Information. RLS will use your Account Information in accordance with its privacy policy, as described in this Agreement. You agree that you will not allow others to use any aspect of your Account Information. You are solely responsible for maintaining the confidentiality and security of your account. You agree to notify us immediately of any unauthorized use of your password and/or account. RLS will not be responsible for any losses arising out of the use of your user name, password and/or account and you agree to indemnify and hold harmless RLS, its partners, parents, subsidiaries, agents, affiliates and/or licensors, as applicable, for any improper, unauthorized or illegal uses of the Module or from any breach of the terms of this Agreement.

2. SUPPORT
Should you need technical support with the Module, you should contact the party who sold you your license.

3. LICENSE TO MODULE
(a) RLS grants to you a limited, non-exclusive, non-transferable, revocable license to access and use the Module in binary executable form on a single computer for your personal use only for a limited time period. This license is contingent upon your payment of any applicable fees. RLS and its licensors reserve all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws. ANY USE OF THE MODULE NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.
(b) ALL MODULE LICENSES WILL EXPIRE WITHIN A SET NUMBER OF DAYS FROM THE DATE OF PURCHASE (the "Order Term") REGARDLESS OF WHETHER THE MODULE LICENSE IS USED. If you activate a Module, you will be able to use the Module for the LESSER OF (I) the length of the license term specified for the Module; and (II) the remainder of the Order Term for the Module. No refunds will be provided for unused or expired Modules or any amount of license term that could not be used due to the expiration of the Order Term.
(c) RLS may suspend or remove access to Modules in the following events: maintenance activities; RLS reasonably believes legal claims may or have been made in respect of the Modules; the Modules have been replaced with updated versions; the Modules are obsolete; or the Modules present a potential health or safety risk. In the event of removal of a Module, RLS will use reasonable efforts to provide access to a similar Module.

4. RESTRICTIONS
You agree that you will not:
(a) provide your password to any other person;
(b) translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Module or any portion of them;
(c) circumvent any technology used by RLS or its licensors to govern access to and use of the Module;
(d) rent, lease or sublicense any of the Module; or
(e) use the Module in any way that violates the terms of this Agreement.

5. INTELLECTUAL PROPERTY
RLS and its licensors retain all of their respective right, title and interest in and to all intellectual property rights in and to the Module.  Nothing in this Agreement gives you any right of ownership to the Module or any part thereof.  The Module may contain trademarks, service marks, graphics, and logos (the "Marks") of RLS and/or third parties. You are not granted any right or license with respect to such Marks.

6. PRIVACY POLICY
You acknowledge that the Module will collect information about your behaviour and performance within the Module (the "Trainee Information") and associate that information with your Account Information. RLS's use of your personal information is subject to RLS's Privacy Policy found at its website http://www.RLSGroup.ca/ and that by reference is made a part of this Agreement. By accepting this Agreement, you represent that you have read and agree with the terms of RLS's Privacy Policy and you consent to the collection and use of the Trainee Information pursuant to the Privacy Policy.

7. AGREEMENT TO PAY
You agree to pay all fees and charges associated with your purchase of a license to use the Module under this Agreement.

8. TERM
This Agreement will remain effective for the limited time period specified for the license for the Module at the time of your purchase (or if not specified, thirty (30) calendar days). RLS may, without limitation to its other rights and remedies, terminate this Agreement at any time without notice if RLS reasonably believes that you have failed to comply with any of the terms of this license.  Upon any expiry or termination of this Agreement, you agree to purge all copies of the Module and pay all amounts outstanding. Any violation of the provisions of this Agreement shall result in the immediate termination by RLS of your right to use the Module.

9. DISCLAIMERS
(a) THE MODULE IS LICENSED TO YOU "AS IS." ANY USE OF THE MODULE WILL BE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RLS AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. RLS AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE MODULE WILL OPERATE FREE FROM CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND RLS DISCLAIMS ANY LIABILITY RELATING THERETO.
(b) RLS AND ITS LICENSORS MAKE NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES THAT USE OR RESULTS OF THE USE OF THE MODULE WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, RLS OR ITS LICENSORS MAY MODIFY, SUSPEND, OR DISCONTINUE THE MODULE OR YOUR USE OF THEM. WHENEVER RLS OR ITS LICENSORS ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE MODULE, THEY WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.
(c) YOU ACKNOWLEDGE THAT YOUR SUBMISSION OF ANY INFORMATION TO US IS AT YOUR OWN RISK. RLS DOES NOT ASSUME ANY LIABILITY TO YOU WITH REGARD TO ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

10. LIMITATION OF LIABILITY
(a) IN NO EVENT WILL RLS OR ITS LICENSORS BE LIABLE TO YOU FOR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) EVEN IF RLS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RLS OR OTHERS WILL CREATE A WARRANTY AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.
(b) RLS AND ITS LICENSORS' ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF ONE DOLLAR (CDN $1.00) OR THE TOTAL AMOUNT PAID BY YOU TO RLS FOR ACCESS TO THE APPLICABLE MODULE AT ISSUE.
The use of the Module is directed to those who have the appropriate degree of experience to use and apply their contents, and RLS and its licensors accept no responsibility whatsoever arising in any way from any use of or reliance on the information contained in the Module.  In issuing and making the Module available, RLS and its licensors are not undertaking to render professional or other services for or on behalf of any person or entity or to perform any duty owned by any person or entity to someone else.

11. GENERAL
(a) You will be responsible for providing at your own cost the internet connection and any other hardware and software necessary to use the Module.
(b) You will not sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt by you to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void. This Agreement shall be binding on and enure to the benefit of you, RLS and RLS's licensors and our respective successors and permitted assigns.
(c) This Agreement will be governed by the laws of the Province of Ontario, Canada excluding principles of choice of law or conflicts of law and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods. This Agreement shall govern your use of the Module and all different or additional terms or conditions in any purchase order or similar document from you shall be null and void. The exclusive jurisdiction for any claim, action or dispute with RLS or relating in any way to your use of the Module will be in the courts of the Province of Ontario, Canada and the venue for the adjudication or disposition of any such claim, action or dispute will be in the City of Ottawa, Ontario, Canada. You and RLS each waive any right and agree not to apply to have any disputes under this Agreement tried or otherwise determined by a jury, except where required by law. If attorneys are employed to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees. 
(d) RLS may send notices to you with respect to the Module by sending an email message to the email address listed in your Account Information or by sending a letter via mail to the contact address listed in your Account Information. Unless otherwise stated in the notices, the notices will become effective immediately.
(e) RLS and you are independent contractors. No waiver by RLS shall be effective unless provided by RLS signed in writing and referencing this Agreement. RLS shall not be liable for any delay or failure to perform resulting from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid.
(f) The Parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.  Les parties aux présentes confirment que c'est leur volonté que la présente convention de même que tous les documents, y compris les avis, s'y rattachant, soient rédigés en anglais seulement.
(g) U.S. GOVERNMENT END-USERS
RLS's software (i) was developed exclusively at private expense; (ii) is a trade secret of RLS for all purposes of the Freedom of Information Act; (iii) is "commercial computer software" subject to limited utilization (Restricted Rights); and (iv) including all copies of RLS's software, in all respects is and shall remain proprietary to RLS or its licensors. Use, duplication or disclosure by the U.S. Government or any person or entity acting on its behalf is subject to restrictions for software developed exclusively at private expense as set forth in: (i) for the DoD, the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or any successor clause, and (ii) for all government agencies, the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19 or any successor clause. Except where RLS has provided prior written consent, the U.S. Government must refrain from changing or removing any insignia or lettering from RLS's software or from producing copies of RLS's software and manuals (except one copy of RLS's software for backup purposes). Use of RLS's software shall be limited to the facility for which it is acquired. All other U.S. Government personnel using RLS's software are hereby on notice that use of RLS's software is subject to restrictions that are the same as, or similar to, those specified above. The manufacturer/supplier is RLS Grouphaving offices in 16 Fitzgerald Road, Suite 200, Ottawa, Ontario, Canada, K2H 8R6.
(h) In the event of any expiry or termination of this Agreement, the following terms shall survive: Restrictions, Intellectual Property, Privacy Policy, Agreement to Pay, Disclaimers, Limitation of Liability, General.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. NO CHANGE TO THIS AGREEMENT SHALL BE EFFECTIVE EXCEPT AS A WRITTEN AMENDMENT TO THIS AGREEMENT SIGNED BY BOTH PARTIES.