Carrier's Edge - Terms and Conditions Of Use

This User Agreement is a legal agreement between you and Cranial Expansion Learning Solutions Inc. (the 'Licensor'). This User Agreement governs your use of CARRIER'S EDGE, its website and all other documentation, software and materials provided to you in connection with CARRIER'S EDGE. By logging in, copying, installing or using CARRIER'S EDGE, its website or any other materials and documentation provided to you in connection with CARRIER'S EDGE you are agreeing to be bound by all the terms of this User Agreement. If you do not agree with any of the terms of the User Agreement, do not login, copy, install or use CARRIER'S EDGE.

You agree that your use of CARRIER'S EDGE acknowledges that you have read this User Agreement, that you understand it, and that you agree to be bound by its terms and conditions. This User Agreement gives you limited rights to use CARRIER'S EDGE only. You may not distribute, sell, transfer or commercially exploit CARRIER'S EDGE.

You will/have received your personal account number and security information to enable you to access CARRIER'S EDGE. This account number and the security information is intended strictly for your own personal use. You are not permitted to allow anyone else to use your account number or your security information.

By using CARRIER'S EDGE you consent to the collection and release of all information regarding your use thereof including the results of all evaluations completed by you.

USER AGREEMENT

1. Definitions

"Carrier's Edge" means the online training and evaluation system and its related website created by the Licensor for the use by the Trucking Industry and includes all information services, software, content and any print documentation (the 'Content') provided by the Licensor in connection with CARRIER'S EDGE.

"User(s)" means each person who uses CARRIER'S EDGE.

"User Account" means personal account and identification number together with any password or other security measures which are assigned to each User and which are required to access CARRIER'S EDGE website.

"User Agreement"an online agreement between the Licensor and each User.

"Statement of Work" means the statement of work and all other documentation and agreements properly executed by both parties which describe the services to be provided by the Licensor.

"Subscriber" means the party who has retained or who is contemplating retaining the services of the User and who has provided to the User the User Account.

2. General Grant of License

(1) This User Agreement sets forth the terms and conditions that apply to the use of CARRIER'S EDGE together with all Content by the User. By using CARRIER'S EDGE or by copying, installing or using the any Content (other than to read this agreement for the first time), the User agrees to comply with all of the terms and conditions hereof.

(2) The right to use CARRIER'S EDGE is personal to the User and is not transferable to any other person or entity. User is responsible for all use of his/her User Account (under any screen name or password) and for ensuring that all use of his/her User Account(s) complies fully with the provisions of this User Agreement. User shall be responsible for protecting the confidentiality of all User's password(s) and all other security systems, if any. User shall not permit any person or entity to use his/her User Account, password or other security information

(3) Licensor shall have the right at any time to change or discontinue any aspect or feature of CARRIER'S EDGE, including, but not limited to, content, hours of availability, and equipment needed for access or use.

(4) The Licensor grants to the User a non-exclusive license to use CARRIER'S EDGE. Licensor retains title to CARRIER'S EDGE. User agrees not to use CARRIER'S EDGE for any purpose other than for personal training, development and evaluation in accordance with the formats and rules of CARRIER'S EDGE and in accordance with the terms of this User Agreement. The User will use CARRIER'S EDGE only for his/her private, non-commercial use; The User will not use CARRIER'S EDGE in any way to provide, or as part of, any commercial service or application.

(5) The license granted herein does not permit the User to, and the User agrees that he/she will not:

(a) distribute, sell, transfer, market or otherwise commercially exploit CARRIER'S EDGE;
(b) assign, sublicense, lease, distribute or transfer in any way the rights granted to you herein, without the prior written consent of the Licensor (which may be arbitrarily withheld);
(c) use CARRIER'S EDGE for any use or in any manner other than as set out in this User Agreement;
(d) copy CARRIER'S EDGE or any part of the Content;
(e) remove any proprietary notices or labels contained in the Content;
(f) provide, lease, lend, use for timesharing, application service provider or service bureau purposes, or otherwise use or allow others to use CARRIER'S EDGE or the User's Account for their own benefit or for the benefit of third parties;
(g) modify, alter, decompile, disassemble or reverse engineer CARRIER'S EDGE or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of CARRIER'S EDGE by any means whatever. This license does not grant to the User any right to any improvement, enhancement or update.

(6) CARRIER'S EDGE contains copyrighted material, trade secrets and other proprietary material and in order to protect them User may not decompile, reverse engineer, disassemble or otherwise reduce CARRIER'S EDGE to a human-perceivable form. User may not copy, modify, rent, lease, loan, distribute or create derivative work based upon CARRIER'S EDGE in whole or in part.

3. Equipment

User shall be responsible for obtaining and maintaining all computer and Internet hardware and software needed for online access to and use of CARRIER'S EDGE, from time to time, and all charges and costs related thereto.

4. User Conduct

(1) CARRIER'S EDGE contains copyrighted material, trade marks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of CARRIER'S EDGE are copyrighted as a collective work under the copyright laws of Canada. Licensor owns a copyright in the selection, co-ordination, arrangement and enhancement of such content. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part except for personal purposes. If applicable, User may download copyrighted material for User's personal use only. No copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of Licensor and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trade mark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material.

(2) User shall use CARRIER'S EDGE for lawful purposes only. User shall not post or transmit through CARRIER'S EDGE any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law, or which, without CARRIER'S EDGE's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by the User that in Licensor's discretion restricts or inhibits any other User from using or enjoying CARRIER'S EDGE will not be permitted. User shall not use CARRIER'S EDGE to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line training services competitive with CARRIER'S EDGE.

(3) The User will use CARRIER'S EDGE only in a manner that complies with all applicable laws, including without limitation applicable restrictions concerning copyright and other intellectual property rights, laws or regulations relating to privacy and privacy rights and laws or regulations relating to unsolicited electronic commercial messages.

(4) User shall not upload, post or otherwise make available on the CARRIER'S EDGE web site any material protected by copyright, trade mark or other proprietary right without the express permission of the owner of the copyright, trade mark or other proprietary right and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of the CARRIER'S EDGE web site, User automatically grants, or warrants that the owner of such material has expressly granted Licensor the royalty-free, perpetual, irrevocable, non-exclusive right and licence to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other user to access, view, store or reproduce the material for that user's personal use. User hereby grants Licensor the right to edit, copy, publish and distribute any material made available on the web site by User.

(5) The User consents to the collection and storage of personal information by the Licensor. The User consents to the Licensor and the Subscriber monitoring User' use of CARRIER'S EDGE. The User consents to the release of all information regarding the User's use of CARRIER'S EDGE, including, without limiting the generality of the foregoing, all information regarding courses or modules completed or started by the User and all evaluations to the Licensor, the Subscriber or any other party entitled to such information by law. The User further consents to release of all information regarding the User's use of CARRIER'S EDGE to any third party in if same is required for the purpose of any actual or threaten litigation involving the Licensor or the Subscriber.

(6) The foregoing provisions of section 4 are for the benefit of Licensor, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.

5. Disclaimer of Warranty; Limitation of Liability

(1) User expressly acknowledges that CARRIER'S EDGE is intended as a training aid only in order to assist the User in understanding certain selected regulatory, safety and professional development topics related to the trucking industry. The User expressly acknowledges that it is the User's sole responsibility to familiarizes itself with all applicable regulatory and safety requirements whether or not same are included in CARRIER'S EDGE. The Licensor does not warrant that the content of CARRIER'S EDGE is accurate or timely or that it is a complete review of all applicable regulatory and safety requirements and does not warrant that completing any or all training provided by CARRIER'S EDGE or the issuing of any Certificate through CARRIER'S EDGE qualifies the User to perform any service or carry on any occupation including operation of a truck vehicle. The user assumes all risk as to the operation, quality, results and performance of CARRIER'S EDGE.

(2) User expressly agrees that use of CARRIER'S EDGE is at user's sole risk. Neither Licensor, its affiliates nor any of their respective employees, agents, third party content providers or licensors warrant that CARRIER'S EDGE will be uninterrupted or error free or that defects will be corrected; nor do they make any warranty as to the results that may be obtained from use of CARRIER'S EDGE, or as to the accuracy, reliability or content of any information, service, or product provided through CARRIER'S EDGE.

(3) The use and access to CARRIER'S EDGE is provided on an "as is" basis without warranties or conditions of any kind, either expressed or implied, including, but not limited to, warranties as to uninterrupted or effort free service, accessibility, privacy of files or electronic messages, security, merchantability, quality or fitness for a particular use or purpose and those arsing by statue or otherwise other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this agreement.

(4) In no event will the Licensor, its directors, officers, employees, agents, contractor, affiliates or any person or entity involved in creating, producing or distributing CARRIER'S EDGE be liable for any damages or injury, including, without limitation, direct, indirect, incidental, special, consequential or punitive damages arising out of the use or the inability to use CARRIER'S EDGE (even if Licensor is advised or made aware of the possibility of such damages) and including, without limitation, or caused by any delivery, use, performance or failure thereof, error, omission, incompleteness of Content, interruption of service, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of User's information, and whether caused by breach of contract, tortuous behaviour, negligence, or under any other cause of action. User specifically acknowledges that Licensor is not liable for the defamatory, offensive or illegal conduct of other users or third parties and that the risk of injury from the foregoing rests entirely with user. User specifically acknowledges that the provisions of this section shall apply to all Content.

(5) In addition to the terms set forth above, neither Licensor, its directors, officers, employees, agents, contractor, affiliates, information providers or content partners shall be liable regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or unauthenticity of, the information contained within CARRIER'S EDGE, or for any delay or interruption in the transmission thereof to the User, or for any claims or losses arising therefrom or occasioned thereby. None of the foregoing parties shall be liable for any third party claims or losses of any nature, including, but not limited to, lost profits, personal injury, punitive or consequential damages.

(6) Any software provided with CARRIER'S EDGE is provided subject to the terms and conditions of the User Agreement stipulated in the software.

Without limiting the generality of this section, the maximum cumulative liability of the Licensor for all claims under any circumstances, including claims for breach of contract, tort, negligence, or otherwise and the User's sole remedy, will be strictly limited to an award for direct, provable damages not to exceed the lesser of:

(i) the amount of fees paid to the Licensor by the User herein during the previous six-month period or
(ii) the sum of $1,000.00.

6. Indemnification

The User agrees to defend, indemnify and hold harmless the Licensor, its affiliates and their respective directors, officers, employees and agents, and their successors, heirs and assigns from and against any and all suits, actions, legal proceedings, claims, fines liabilities, damages, demands, judgments, losses incurred by third parties, costs and expenses of any kind and character, including legal fees, (collectively 'Losses') to the extent that such Losses arise out of or in connection with the use by the User of CARRIER'S EDGE or the use by any person of the User's User Account, whether or not with the permission or consent of the User, including, without limiting the generality of the foregoing, all Losses arising out of or in connection with any damage or injury to any property or any person, including serious and permanent disability and death, howsoever occurring and whether or not accidental or caused by negligence of any party, in connection with any training or certification provided by the Licensor through the CARRIER'S EDGE.

7. Term and Termination of Access to CARRIER'S EDGE

This User Agreement is effective until terminated. At the option of the Licensor this User Agreement may be terminated or may be temporarily suspended by the Licensor if the User fails to comply with any term hereof or in the event of any default in payment of any fees in connection with the User's use of CARRIER'S EDGE, if applicable, (whether payable by the User, the Subscriber or other third party) or for any other reason whatsoever in the absolute discretion of the Licensor. No notice from the Licensor shall be required to effect such termination or suspension. The User may terminate this User Agreement at any time by discontinuing the use of CARRIER'S EDGE and advising the Licensor to discontinue your User Account.

Upon any termination of this User Agreement for any reason whatsoever, the license and any rights under this User Agreement shall terminate and the User agrees to: (i) immediately discontinue using the CARRIER'S EDGE and any software which might have been provided to you by the Licensor; and (ii) destroy all software including all copies and portions thereof and all other proprietary information of the Licensor which you obtained through the use of CARRIER'S EDGE. In no event may any of the software be used by the User for any purpose, including development, following termination of this User Agreement.

Any termination of this User Agreement for any reason shall not relieve any party of any obligation or liability accrued hereunder prior to such termination or rescind or give rise to any right to rescind anything done by any party hereunder prior to the time such termination becomes effective and such termination shall not affect in any manner any rights of any party arising under this User Agreement prior to such termination and the provisions of those sections hereof which are reasonably intended to survive termination of this User Agreement including, without limitation sections 4, 5, 6, 7, 8, 9, shall survive such termination and continue to be valid and binding.

In the event of the termination or suspension of this User Agreement for any reason, the Licenser shall not be liable for any costs or damages or claims whatsoever, including any consequential or indirect damages, arising out of or in connection with any such termination or suspension of this User Agreement by the Licensor.

8. Trade Marks

CARRIER'S EDGE is a trade marks of the Licensor. All rights reserved. All other trade marks appearing on CARRIER'S EDGE website are the property of their respective owners.

9. Third Party Content

(1) Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Uers or any other user of CARRIER'S EDGE, are those of the respective author(s) or distributor(s) and not of Licensor. Neither Licensor nor any third party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to section 5 for the complete provisions governing limitation of liabilities and disclaimers of warranty).

(2) In many instances, the content available through Licensor represents the opinions and judgments of the respective information provider. Neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on CARRIER'S EDGE web site by anyone. Under no circumstances will Licensor be liable for any loss or damage caused by a User's reliance on information obtained through CARRIER'S EDGE. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through CARRIER'S EDGE. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

(3) Third party content, including but not limited to, text, photos, graphics, audio and/or video materials shall not directly or indirectly be published, rewritten for broadcast or publication or redistributed in any medium. Neither these materials nor any portion thereof may be stored in a computer except for personal and non-commercial use. User shall not hold any of the third parties liable for any delays, inaccuracies, errors or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damage arising from any of the foregoing.

10. Injunction

Without limiting any other legal or equitable remedies available to the Licensor, the Licensor shall be entitled to an injunction to restrain the Subscriber or any User from engaging in any activities which constitute a breach of any of the provision of this User Agreement without the necessity of proof of actual damages.

11. General Contract Provisions

(1) Notices. All notices to be provided by the User to the Licensor or for more information, the User may contact the Licensor at the following:

675 Cochrane Drive
East Tower, 6th floor
Markham, Ontario L3R 0B8
Telephone (905) 530-2440 Fax (905) 530-2001
Email: info@cranialexpansion.com

(2) Entire Agreement. This User Agreement constitutes the entire agreement between the parties with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatever not incorporated herein and made a part hereof and may not be amended or modified in any respect except by written instrument signed by the parties hereto. Any schedules referred to herein are incorporated herein by reference and form part of the User Agreement.

(3) Enurement. This User Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and assigns.

(4) Governing Law. This User Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and each of the parties hereto agrees irrevocably to conform to the non-exclusive jurisdiction of the Courts of such Province.

(5) Severability. If any Article, Section or any portion of any Section of this User Agreement is determined to be unenforceable or invalid for any reason whatsoever that unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of this User Agreement and such unenforceable or invalid Article, Section or portion thereof shall be severed from the remainder of this User Agreement.

(6) Non waiver of default. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.