Magnet Network Membership Terms of Agreement

This Agreement (“Agreement”) contains the terms and conditions that govern your participation in the Magnet Network (the “Network”) offered by Toronto Metropolitan University.

  1. Binding Legal Agreement
    You are entering into this binding legal Agreement by checking the box indicating that you accept the terms and conditions of this Agreement, and by doing so you are asserting that you have read and fully understand the terms and conditions of this Agreement.  In this Agreement, “we”, “us” and “our” refers to the Network.  The individual accepting this Agreement on your behalf hereby represents and warrants that he or she is authorized to bind you to this Agreement.
  1. Membership
    1. You agree that you will support, uphold and promote the objectives and the work of the Network.
    2. You will be provided with a “Landing Page” by our technology provider, WhoPlusYou Inc. (“WhoPlusYou”) A Landing Page is a unique web page hosted by WhoPlusYou where individuals, employers, recruiters and other opportunity holders can sign up for accounts on WhoPlusYou’s website. Your Landing Page will contain your name and/or logo and other content as determined by us.  The purpose of your Landing page is to have a place for your constituents to sign up for and sign in to accounts on WhoPlusYou’s website, in order to post and be matched with jobs and other opportunities.  We encourage you, as a Network Member, to:
      1. drive traffic to your Landing Page to sign up for accounts on WhoPlusYou’s website;
      2. encourage your individual constituents to complete their profiles on the WhoPlusYou website and to keep their profiles up to date; and
      3. encourage employers, recruiters and other opportunity holders to use their WhoPlusYou accounts to post opportunities relevant to your individual constituents.
    3. We will work proactively with you to support your efforts to engage your constituents. In that regard, we may make available to you data, images, text, link formats, widgets, links and other linking tools, and other information (“Network Content”), which you may post on your own website or otherwise use in communications to drive traffic to your Landing Page.
    4. You will not make any public announcement concerning the Network or this Agreement without our prior written consent including on your website, press releases, videos, media events or other communications
    5. You must ensure that the information in your application and otherwise associated with your organization, including your email address and other contact information and identification of your website, is at all times complete, accurate and up-to-date.
    6. We may send all communications relating to your membership and this Agreement to the address and email address associated with your membership account in our records at the time of the communication. You will be deemed to have received all notifications, approvals and other communications sent to those addresses, even if the address is no longer current. You consent to us sending you emails relating to your membership and this Agreement.
    7. You will comply with any additional rules regarding membership in the Network that we may publish from time to time.
  1. Limited License
    1. Subject to the terms of this Agreement and solely for the limited purposes of creating your Landing Page, you grant to WhoPlusYou a limited, revocable, non-exclusive, royalty-free license to use, copy and display your name and/or logo on your Landing Page.
    2. Subject to the terms of this Agreement and solely for the limited purposes of referring and directing your constituents to your Landing Page, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (i) copy and display the Network Content on your website and in communications to your constituents; and (ii) use our trademarks and logos that we may make available to you as part of Network Content (those trademarks and logos, collectively, “Network Marks”) on your website and in communications to your constituents.
    3. If you provide us with suggestions, reviews, modifications, data, images, text or other information or content about, or for suggested improvement of, the Network, conditions of membership, our website, your Landing Page, any Network Content or your participation in the Network as a Member, or if you modify any Network Content in any way (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title and interest in and to Your Submission and grant us a perpetual, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (i) use, reproduce, perform, display and distribute Your Submission in any manner; and (ii) adapt, modify and create derivative works of Your Submission for any purpose. Additionally, you hereby warrant that Your Submission is your original work, or that you obtained Your Submission in a lawful manner and that our exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights.
    4. The licenses set forth in Section 4 (a) and (b) will immediately and automatically terminate upon termination of this Agreement. In addition, we may terminate the license set forth in Section 4 (b) in whole or in part upon written notice to you. Upon termination, you will promptly remove from your website and delete or otherwise destroy all of the Network Content and Network Marks with respect to which the license set forth in this Section 4 is terminated, and upon termination of this Agreement, we will require WhoPlusYou to promptly remove your name and/or logo from your Landing Page.
    5. Other than the limited licenses expressly set forth in Section 4 (a), you reserve all right, title and interest in and to, and we and WhoPlusYou do not, by virtue of this Agreement or otherwise, acquire, any ownership interest or rights in or to your name and/or logo.
    6. Other than the limited license expressly set forth in Section 4 (b), we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Agreement or otherwise, acquire, any ownership interest or rights in or to, the Network Content, our trademarks and logos (including the Network Marks) or any other intellectual property or technology that we provide or use in connection with this Agreement.
  1. Term and Termination
    1. The term of this Agreement will begin upon our acceptance of your application to become a Member, and will end on the earlier of the date that it is terminated by you, by giving us written notice of termination, and the date that it is terminated by us, by giving you written notice of termination.
    2. Upon any termination of this Agreement, any and all licenses you have with respect to Network Content will automatically terminate and you will immediately stop using, on your website and elsewhere, the Network Content, the Network Marks and any other materials provided or made available by us to you under this Agreement or otherwise as a Member. Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 4, 5, 7, 8, 9 and 10 will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
  1. Changes to Agreement
    We may change any of the terms and conditions contained in this Agreement at any time and in our sole discretion by sending notice of such change to you by email to the email address then currently associated with your membership account. Any such change will be effective on the date specified in such email which will not be less than two business days after the date the email is sent.  If any change is unacceptable to you, your only recourse is to terminate this Agreement.  Your continued participation as a Network Member following the effective date of any change will constitute your binding acceptance of the change.
  1. Relationship of Parties You and we are independent contractors.  Nothing in or pursuant to this Agreement will create any partnership, fiduciary, joint venture, agency or representative relationship between you and us, or any other relationship between you and us except as expressly stated in this Agreement.
  1. Limitation of Liability and Disclaimers
    1. NEITHER WE NOR WHOPLUSYOU WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE OR DATA) ARISING IN CONNECTION WITH YOUR MEMBERSHIP IN THE NETWORK OR THIS AGREEMENT, EVEN IF WE OR WHOPLUSYOU HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
    2. YOUR MEMBERSHIP, OUR TRADEMARKS AND LOGO, ALL NETWORK CONTENT, YOUR LANDING PAGE AND THE WHOPLUSYOU WEBSITE (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS”. NEITHER WE NOR WHOPLUSYOU MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS.  EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND WHOPLUSYOU DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE AND WHOPLUSYOU MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME.  NEITHER WE NOR WHOPLUSYOU WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE OR FREE OF HARMFUL COMPONENTS.  NEITHER WE NOR WHOPLUSYOU WILL BE RESPONSIBLE FOR ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES.  NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US, FROM WHOPLUSYOU OR FROM ANY OTHER PERSON OR ENTITY, CONTENT OR OUR WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
  1. Disputes
    This Agreement will be governed by the applicable laws of Ontario and Canada, and you and we hereby attorn to the jurisdiction of the courts of Ontario. Any dispute, controversy or claim arising out of or relating in any way to the Network, your membership in the Network or this Agreement, including any question regarding its existence, interpretation, validity, breach or alleged breach, or termination of the relationship created by it, will be referred to and finally resolved by arbitration under the Canadian Arbitration Association Arbitration Rules. The place of the arbitration will be Toronto, Ontario, Canada.  The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to any agreement which is the same as or similar to this Agreement, whether through class arbitration proceedings or otherwise. Notwithstanding anything to the contrary in this Agreement, either party may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of its intellectual property or proprietary rights.
  1. Miscellaneous
    1. You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns.
    2. Failure to enforce performance of any provision of this Agreement will not constitute a waiver of the right to subsequently enforce such provision or any other provision of this Agreement.
    3. Whenever used in this Agreement, the terms “include(s)” and “including” mean, respectively, “include(s), without limitation” and “including, without limitation”. The headings and titles contained in this Agreement are included for convenience only, and will not limit or otherwise affect the interpretation of this Agreement.
    4. If any provision of this Agreement is held to be invalid or unenforceable, that provision will be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement will have full force and effect.
    5. Any determinations or updates that may be made by us, any actions that may be taken by us and any approvals that may be given by us under this Agreement, may be made, taken or given in our sole discretion.
    6. WhoPlusYou is an intended third-party beneficiary of this Agreement.
    7. This Agreement represents the entire agreement between you and us, and supersedes all prior agreements and communications of the parties, oral or written. It may be modified only in accordance with Section 6 hereof.

Effective Date: November 29, 2014