Terms of Service
THESE TERMS OF SERVICE (“TERMS”) CONSTITUTE A CONTRACT BETWEEN YOU AND BASE CORP. AND GOVERN USE OF AND ACCESS TO THE SERVICE AND SITE BY YOU AND END-USERS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICE OR A FREE TRIAL OF THE SERVICE.
BY ACCEPTING THESE TERMS, OR BY ACCESSING OR USING THE SERVICE OR SITE, OR AUTHORIZING OR PERMITTING AN END-USER TO ACCESS OR USE THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY, ORGANIZATION OR ANOTHER LEGAL ENTITY (AN “ENTITY”), YOU ARE AGREEING TO THESE TERMS FOR THAT ENTITY AND REPRESENTING TO BASE CORP. THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “SUBSCRIBER,” “YOU,” “YOUR” OR RELATED CAPITALIZED TERMS HEREIN SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICE.
ALL CONTENT AVAILABLE AT THIS SITE, SUCH AS TEXT, GRAPHICS, LOGOS, BUTTON ICONS, IMAGES, AUDIO CLIPS, VIDEO CLIPS AND/OR OTHER CONTENT (COLLECTIVELY “CONTENT”), IS THE PROPERTY OF BASE CORP. AND/OR ITS SUPPLIERS AND IS PROTECTED BY CANADA AND INTERNATIONAL COPYRIGHT LAWS, AND OTHER APPLICABLE LAWS. THE COMPILATION OF ALL CONTENT ON THIS SITE IS THE EXCLUSIVE PROPERTY OF BASE CORP. AND IS PROTECTED BY CANADA AND INTERNATIONAL COPYRIGHT LAWS, AND OTHER APPLICABLE LAWS. BASE CORP. RESERVES THE RIGHT TO REMOVE ALL CONTENT, FROM WHATEVER SOURCE, AT ANY TIME, FOR ANY REASON (INCLUDING, BUT NOT LIMITED TO, CLAIMS OR ALLEGATIONS MADE BY THIRD PARTIES RELATING TO SUCH CONTENT), OR FOR NO REASON AT ALL.
ALL SOFTWARE USED OR PROVIDED BY BASE CORP. AND/OR ITS SUPPLIERS IN CONNECTION WITH THIS SITE OR BASE CORP.’S PROPRIETARY SOFTWARE AND ASSOCIATED SERVICES (COLLECTIVELY, “BASE CORP. SERVICES”) IS THE PROPERTY OF BASE CORP. AND/OR ITS SOFTWARE SUPPLIERS AND IS PROTECTED BY CANADA AND INTERNATIONAL COPYRIGHT LAWS, AND OTHER APPLICABLE LAWS. EXCEPT AS SET FORTH IN THE BASE CORP. SERVICES AGREEMENT (OR OTHER APPLICABLE AGREEMENTS), THE CONTENT AND BASE CORP. SERVICES MAY ONLY BE USED FOR PERSONAL, NON-COMMERCIAL AND INFORMATIONAL USE.
ANY OTHER USE, UNLESS OTHERWISE AUTHORIZED IN WRITING BY BASE CORP. AND/OR ITS SUPPLIERS OR AS OTHERWISE PERMITTED ON THE SITE INCLUDING THE FRAMING, LINKING TO, REPRODUCTION, MODIFICATION, DISTRIBUTION, TRANSMISSION, REPUBLICATION, DISPLAY, OR PERFORMANCE, OF THE CONTENT ON THIS SITE IS STRICTLY PROHIBITED.
When used in these Terms with the initial letters capitalized, in addition to the terms defined elsewhere in these Terms, the following terms have the following meanings:
Account: means any accounts or instances created by or on behalf of Subscriber within the Service.
Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
API: means the application programming interfaces developed and enabled by Base Corp. that permits Subscriber to access certain functionality provided by the Service, including without limitation, the REST API that enables the interaction with the Service automatically through HTTP requests and the application development API that enables the integration of the Service with other web applications.
Associated Services: means products, services, features and functionality designed to be used in conjunction with the Service but not included in the Service Plan to which You subscribed, including without limitation, integrations and applications created or developed by Base Corp. or its Affiliates which are expressly stated to be governed by these Terms. For avoidance of doubt, neither the Base Corp. Service nor any other product, service, feature or functionality that is expressly stated to be governed by any alternative license, agreement or terms of service shall be deemed an Associated Service.
Confidential Information: means all information disclosed by You to Base Corp. or by Base Corp. to You which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to information relating to Base Corp.’s security policies and procedures. For purposes of these Terms, these Terms as well as Service Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the Parties; or (d) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Base Corp. Service provided or made available by Base Corp. to You or End-Users through the Site or otherwise.
End-User: means any person, regardless of access role, other than Subscriber with whom Subscriber or its agents interact using the Service.
Other Services: means third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the Service links to, or which You may connect to or enable in conjunction with the Service, including, without limitation, Other Services which may be integrated directly into Your Account.
Personal Data: means any information relating to an identified or identifiable natural person where an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity.
Processing/To Process/Processed: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
Service: means the Base Corp. Service, as applicable, together with all applicable Associated Services that You have purchased or deployed or to which You have subscribed (“Deployed Associated Services”), whether made available to You on a trial or paid basis.
Service Data: means electronic data, text, messages, communications or other materials submitted to and stored within the Service by You, Agents and End-Users in connection with Your use of such Service, which may include, without limitation, Personal Data.
Service Plan(s): means the packaged service plan(s) and the functionality and services associated therewith (as detailed on the Site applicable to the Service) for the Base Corp. Service as applicable, to which You subscribe.
Site: means www.skillbuilder.ca as applicable, as well as the other websites that Base Corp. operates.
Software: means software provided by Base Corp. (either by download or access through the internet) that allows a Subscriber or End-Users to use any functionality in connection with the applicable Service.
Subscription Term: means the period during which You have agreed to subscribe to the Base Corp. Service, as applicable.
Usage Data: means encoded or anonymized information or aggregated data that the Base Corp. may collect about a group or category of services, features or users while You or End-Users use a Service for certain purposes, including analytics, which does not contain Personal Data.
“We,” “Us” or “Our”: means Base Corp., an Alberta company.
Base Corp. Service: means only the on-demand customer service solution made available by Base Corp. online, including, individually and collectively, the applicable Software, Updates, API and Documentation.
1.0 GENERAL DISCLAIMER
1.1 This site is provided by Base Corp. on an “as is” basis. Base Corp. makes no representations or warranties of any kind, express or implied, as to the operation of the site or the information, content, materials, or products included on the site. To the full extent permissible by applicable law, Base Corp. disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
1.2 Although Base Corp. has attempted to provide accurate information on this website, Base Corp. assumes no responsibility for the accuracy or completeness of the information. Base Corp. may change the programs or services mentioned on this site at any time without notice, but Base Corp. makes no commitment to update the programs or services mentioned on this site in any respect.
1.3 Base Corp. will not be liable under any theory of law, for any indirect, incidental, punitive or consequential damages, including, but not limited to loss of profits, business interruption, loss of information or data or costs of replacement goods, arising out of the use or inability to use this site or any Base Corp. service or resulting from the use of or reliance on the information presented, even if Base Corp. may have been advised of the possibility of such damages.
2.1 The SkillBuilder® name and other SkillBuilder® graphics, logos, and service names are trademarks of Base Corp. Unless licensed to do so, Base Corp.’s trademarks may not be used in connection with any product or service that is not Base Corp.’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Base Corp.. Further, any licensed use of Base Corp.’s trademarks must follow the Base Corp. Trademark Guidelines.
2.2 Base Corp. and Base Corp.’s other product and service names, and logos used or displayed on the Service are registered or unregistered trademarks of Base Corp. (collectively, “Marks”), and You may only use applicable Marks to identify You as a Subscriber; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Us, Our services or products.
3.0 INTELLECTUAL PROPERTY RIGHTS
3.1 Each Party shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You, and End-Users to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service as expressly stated herein, all rights, title and interest in and to the Service and all hardware, Software and other components of or used to provide the Service, including all related Intellectual Property Rights, will remain with Base Corp. and belong exclusively to Base Corp..
4.0 RESERVATION OF RIGHTS
4.1 Except as expressly and unambiguously provided herein, Base Corp. and its suppliers do not grant you any express or implied rights under any patents, copyrights, trademarks, trade secret, or other intellectual or industrial property rights.
5.0 USER SUBMISSIONS
5.1 Base Corp. shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit, and/or incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, End-User, or other third parties acting on Your behalf.
5.2 If you transmit or post any content, suggestions, information, data, review or comment (collectively “feedback”) on the site, you grant Base Corp. a non-exclusive, world-wide, royalty-free, fully-paid, perpetual, irrevocable, license, under your intellectual property rights, to make, have made, use, sell, offer for sale, import, perform, display, reproduce, distribute, transmit, create derivative works of, or sublicense any of the foregoing rights for the purpose of commercializing feedback in conjunction with a Base Corp. product or solution. You also grant Base Corp. and its sublicensees the right to use the name that you submit with any content, information, review or comment, if any, in connection with such content, information, review or comment. You warrant, represent and agree that you have the right and authority to provide this feedback to Base Corp.. Further, you warrant, represent and agree that nothing you transmit or post will be infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party. Base Corp. reserves the right to remove anything you transmit or post at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities or if Base Corp. is concerned that you may have breached the immediately preceding two (2) sentences), or for no reason at all.
6.0 USE OF THE SERVICE
6.1 This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Base Corp. in a writing signed by an executive of Base Corp.. Base Corp. and its affiliates reserve the right to refuse service, terminate access, and/or cancel usage in its discretion, including, without limitation, if Base Corp. believes that your conduct violates applicable law or is harmful to the interests of Base Corp. and its affiliates.
6.2 During the Subscription Term and subject to compliance by You and End-Users with these Terms, You have the limited right to access and use the Service consistent with the Service that You subscribe to for Your internal business purposes. You may not use the Service to provide customer service, support or other outsourced business process services to a third party (other than Affiliates) through a single Account. Without limiting the foregoing, Your right to access and use the API is also subject to the restrictions and policies implemented by Base Corp. from time to time with respect to the API as set forth in the Documentation or otherwise communicated to You in writing.
6.3 A high speed Internet connection is required for proper transmission of the Service. You are responsible for procuring and maintaining the network connections that connect Your network to the Service, including, but not limited to, “browser” software that supports protocols used by Base Corp., including the Transport Layer Security (TLS) protocol or other protocols accepted by Base Corp., and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Base Corp.. We assume no responsibility for the reliability or performance of any connections as described in this section.
6.4 In addition to complying with the other terms, conditions and restrictions set forth in these Terms, You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than End-Users in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) use the Service to Process data on behalf of any third party other than End-Users; (c) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (d) falsely imply any sponsorship or association with Base Corp., (e) use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights; (f) use the Service to send unsolicited or unauthorized bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (h) use the Service in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Service; (j) use the Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); or (l) attempt to use, or use the Service in violation of these Terms.
6.5 You are responsible for compliance with the provisions of these Terms by End-Users and for any and all activities that occur under Your Account, as well as for all Service Data. Without limiting the foregoing, You are solely responsible for ensuring that use of the Service to store and transmit Service Data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations You may maintain or enter into with End-Users. You also maintain all responsibility for determining whether the Services or the information generated thereby is accurate or sufficient for Your purposes. You agree and acknowledge that each End User will be identified by a unique username and password (“Login”) and that an End User Login may only be used by one (1) individual. You will not share an End User Login among multiple individuals. You and Your Agents are responsible for maintaining the confidentiality of all Login information for Your Account.
6.6 We reserve the right, in Our reasonable discretion, to temporarily suspend Your access to and use of a Service: (a) during planned downtime for upgrades and maintenance to the Service (of which We will use commercially reasonable efforts to notify You in advance both through Our Site and a notice to Your Account owner) (“Planned Downtime”); (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks; or (c) if We suspect or detect any Malicious Software connected to Your Account or use of the Service by You, Agents or End-Users.
7.0 BILLING, PLAN MODIFICATIONS AND PAYMENTS
7.1 Unless otherwise indicated, all charges associated with Your access to and use of the Service (“Subscription Charges”) are due in full upon commencement of Your Subscription Term. If You fail to pay Your Subscription Charges or charges for other services indicated on any Form referencing these Terms within five (5) business days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of such Service by You and End-Users.
7.2 If You choose to upgrade Your Service Plan or increase the number of End-Users authorized to access and use the Service during Your Subscription Term (a “Subscription Upgrade”), any incremental Subscription Charges associated with such Subscription Upgrade will be prorated over the remaining period of Your then current Subscription Term, charged to Your Account and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will reflect any such Subscription Upgrades.
7.3 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to downgrade Your Service Plan. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Base Corp. does not accept any liability for such loss.
7.4 Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Base Corp. based on its income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
7.5 If You pay by credit card or certain other payment instruments, the Service provides an interface for the Account owner to change credit card information (e.g. upon card renewal). The Account owner will receive a receipt upon each receipt of payment by the Payment Agent, or they may obtain a receipt from within the Service to track subscription status. You hereby authorize the Payment Agent to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Service and for periodic Subscription Charges until You terminate Your Subscription to the Service, and You further agree to pay any Subscription Charges so incurred. If applicable, You hereby authorize Base Corp. and the Payment Agent to charge Your credit card or other payment instrument to establish such prepaid credit. You agree to promptly update your Account information with any changes (for example, a change in Your billing address or credit card expiration date) that may occur. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for the Payment Agent.
8.0 CANCELLATION AND TERMINATION
8.1 Either Party may elect to terminate Your Account and subscription to the Service as of the end of Your then current Subscription Term by providing notice, in accordance with these Terms, on or prior to the date thirty (30) days preceding the end of such Subscription Term. Unless Your Account and subscription to the Services is so terminated, Your subscription to the Service (including any and all Deployed Associated Services) will renew for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in any Form, the Subscription Charges applicable to Your subscription to the Service for any such subsequent Subscription Term shall be Our standard Subscription Charges for the Service Plan and Deployed Associated Services to which You have subscribed or which you have deployed, as applicable, as of the time such subsequent Subscription Term commences.
8.2 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term. Following the termination or cancellation of Your subscription to the Service and/or Account, We reserve the right to delete all Service Data in the normal course of operation. Service Data cannot be recovered once Your Account is cancelled.
8.3 If You terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term or We effect such termination or cancellation, in addition to other amounts You may owe Base Corp., You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term. This amount will not be payable by You in the event You terminate Your subscription to the Service or cancel Your Account as a result of a material breach of these Terms by Base Corp., provided that You provide advance notice of such breach to Base Corp. and afford Base Corp. not less than thirty (30) days to reasonably cure such breach.
8.4 We reserve the right to modify, suspend or terminate the Service (or any part thereof), Your Account or End-Users’ rights to access and use the Services, and remove, disable and discard any Service Data if We believe that You or End-Users have violated these Terms. This includes the removal or disablement of Service. Unless legally prohibited from doing so, We will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. We shall not be liable to You, End-Users or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Service. Any suspected fraudulent, abusive, or illegal activity by You or End-Users may be referred to law enforcement authorities at Our sole discretion.
9.0 LINKS TO THIRD PARTY WEBSITES
9.1 This website may contain links to third-party websites. Access to any other Internet websites linked to this website is at the user’s own risk and Base Corp. is not responsible for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on these websites. Further, Base Corp. is not responsible for any liability for infringement (direct or indirect) of intellectual property arising as a result of accessing a third-party website. As such, Base Corp. is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party website. Base Corp. provides these links merely as a convenience and the inclusion of such links does not imply an endorsement or recommendation.
10.0 CHANGES TO THE SITE/UPDATES/TERMS
10.1 Base Corp. may make changes to the Content, Service or the products provided by Base Corp., at any time without notice. Base Corp. makes no commitment to update the Content, Service or the site generally. Base Corp. reserves the right to make changes to its site and these disclaimers, terms, and conditions at any time. Your access or use of the site, Content or Service subsequent to such a change will signify your assent to be bound by such changes.
11.0 APPLICABLE LAW
11.1 The laws of the Province of Alberta, Canada, will govern these disclaimers, terms, and conditions, without giving effect to any principles of conflicts of laws