TERMS OF USE

ACHIEVERS WEBSITE TERMS OF USE
Last Updated: May 17th, 2021

The following Achievers Website Terms of Use, together with any documents and/or additional terms they expressly incorporate by reference (the “Terms of Use”) govern your access to and use of: (a) our website located at https://www.achievers.com (the “Website”); and (b) any text, pictures, media, data, text, information and other materials or content (collectively, the “Content”) contained on or provided through the Website.

These Terms of Use form an agreement between Achievers Solutions Inc. (“Achievers”, “us”, “we”, “our”) and you. The term “you” or “User” refers to the person or entity browsing, accessing or otherwise using the Website, including any Content, functionality or services offered on or through the Website (“use” or “using” in these Terms of Use will mean any of the foregoing).

BY USING THE WEBSITE, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE WEBSITE IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF USE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1.

These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, applications, services or otherwise.

Changes to these Terms of Use and the Website
1. Except where prohibited by applicable law, we reserve the right, in our sole discretion, to change these Terms of Use at any time by posting a new version to the Website. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Website. It is your obligation to monitor the Website for any such changes. Your continued access to or use of the Website after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly in order to be aware of any such modifications.
2. We reserve the right to change, withdraw or terminate the information, materials, and Content on the Website at any time, without notice. We will not be liable if, for any reason, all or any part of the Website is restricted to users or unavailable at any time or for any period.
Conditions of Use; Submission Standards and Website Content Standards
Your provision of information and any submissions you make to the Website through any functionality including but not limited to applications, chat bots, or other such functions (collectively, “Interactive Functions”) constitutes your consent to all actions we take with respect to such information consistent with these Terms of Use and our Privacy Policy found at https://www.achievers.com/privacy-policy/ (“Privacy Policy”).

As a condition of your access and use, you agree that you may use the Website only for lawful purposes and in accordance with these Terms of Use. The following content standards apply to any and all content, material, and information that you submit, post, publish, display, or transmit (collectively, “Submit”) to the Website, to other users or other persons (collectively, “Submissions”) and any and all Interactive Functions. Any and all Submissions must comply with all applicable federal, provincial, local, and international laws, regulations, and these Terms of Use.

Without limiting the foregoing, you warrant and agree that your use of the Website and any Submissions shall not:
1. in any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy;
2. in any manner violate the terms of use of any third-party website that is linked to the Website, including but not limited to, any third-party social media website;
3. include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Achievers’ sole discretion;
4. involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code;
5. involve, provide, or contribute any false, inaccurate, or misleading information;
6. include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with these Terms of Use and this Section;
7. impersonate or attempt to impersonate Achievers, an Achievers employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);
8. transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
9. encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm us or users of the Website or expose them to liability;
10. cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
11. promote any illegal activity, or advocate, promote, or assist any unlawful act;
12. give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.
Submissions; Grant of License; and Privacy
1. The Website may contain Interactive Functions allowing Submissions on or through the Website. None of the Submissions you Submit to the Website will be subject to any confidentiality by Achievers.
2. By providing Submissions to the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to collect, use, reproduce, modify, perform, display, distribute, store and otherwise disclose to third parties Submissions for any purpose, and incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of Submitting any Submission.
3. By Submitting the Submissions, you represent and warrant to us that: (i) your Submissions will only contain personal information in respect of which you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Website; and (ii) all Submissions comply with applicable laws and regulations and these Terms of Use.
4. We reserve the right to remove, edit, limit, or block access to the Submissions at any time, and we have no obligation to display or review your Submissions.
5. You understand and agree that you, not Achievers, nor Achievers’ parent, subsidiaries, affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers or successors, are fully responsible for any Submissions you Submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any Submissions Submitted by you or any other user of the Website.
6. By submitting your personal information and using our Website, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such user content submissions in compliance with our Privacy Policy, as we deem necessary for use of the Website.
By using this Website you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze website use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Website may not function adequately. For more information on this automated information gathering practices, see the Privacy Policy.
Ownership of the Website
1. All right, title and interest, including intellectual property rights, in the Website and all other materials provided by us hereunder, and any updates, adaptation, translation, customization or derivative works thereof, will remain the sole property of Achievers (or our third-party suppliers, if applicable).
2. The Website and all materials provided by us hereunder are made available or licensed and not “sold” to you.
3. The Website and all other materials provided by us hereunder, including Content we make available through or in the Website, are protected by copyright in Canada, the United States and elsewhere in the world pursuant to the Berne Convention. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling any part of the Website, the Content, or other materials provided by us hereunder, or sharing or granting access in any of the foregoing to any third party for any purpose.
4. Achievers is the trade name and mark of Achievers Solutions Inc. Any trademarks, graphics or logos appearing on the Website or in the Content are the exclusive property of Achievers Solutions Inc (or its third-party suppliers) and may not be used in any manner without our express written consent.
5. All rights not expressly granted to you in these Terms of Use are reserved by Achievers.
No Unlawful or Prohibited Use
You will not use the Website in violation of these Terms of Use or of any applicable law. You will not, without our prior written permission, use the Website for any purpose other than to access and use the careers section, partners offers and to learn more about Achievers (including its products and services) that we make available through the Website. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly:
1. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Website (e.g., a denial of service attack);
2. attempt to gain unauthorized access to the Website, or bypass any measures we may use to prevent or restrict access to the Website;
3. send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Website any data, information, pictures, videos, audio or other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, intentionally misleading, or impersonates any other person, including reviews that are not representative of your experience; (iv) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (v) is harmful to minors in any way or targeted at minors; (vi) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (vii) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability;
4. publish, market, advertise or in any way distribute the content;
5. share, transfer or otherwise provide access to an account designated for you to another person;
6. use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Website or any part thereof or otherwise attempt to discover any source code;
7. use the Website for the purpose of building a similar or competitive product or service; or
8. authorize, permit, enable, induce or encourage any third party to do the above.
Communications Not Confidential
We do not guarantee the confidentiality of any communications made by you through the Website. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Website.
No Reliance
The content on our Website is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our site. Although we make reasonable efforts to update the information on our Website, we make no representations, warranties, or guarantees, whether express or implied, that the content on our Website is accurate, complete, or up to date. Your use of the Website is at your own risk and neither the us nor our parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of this Website.
Third Party Promotions, Content, Websites or Services
The Website may provide you access to third party promotions and offers through links, third party content, websites, or services. Likewise, we may allow you to access the Website from third party systems. Achievers does not endorse any third party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability, or fitness for any purpose. Third party content, websites, services, or systems (including any offers or promotions) are not under Achievers’ control, and if you choose to access any such content, websites, or services, or to access the Website from such systems, you do so entirely at your own risk. Achievers is not responsible for any products or services offered by third parties. You acknowledge that you may be required to accept terms of use applicable to third party content, websites, services, or systems and agree to accept and comply with any such terms of use.
Malicious Code and Security
The downloading and viewing of Content is done at your own risk. We do not guarantee or warrant that the Website is compatible with your computer system or that the Website, or any links from the Website, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Website.
Disclaimer
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS OF USE (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS.

YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE WEBSITE WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE WEBSITE IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY COMMUNICATIONS AND ANY THIRD PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE WEBSITE.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES; OR LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES, IN EACH CASE, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE WEBSITE OR THESE TERMS OF USE.

FOR ANY OTHER DAMAGES, OR TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE WEBSITE, EXCEED $100 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
Indemnification
You will defend, indemnify and hold harmless us, our affiliates and service providers, and each of their and our respective officers, directors, employees, and agents, and any licensees, successors and assigns from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:
1. your Submissions;
2. your use of the Website;;
3. your breach of any provision of these Terms of Use or any documents referenced herein; or
4. your violation of any law or the rights of a third party (including intellectual property rights).
Term and Termination; Survival
1. These Terms of Use will commence on the day you first use the Website and will continue for as long as you use the Website or until terminated in accordance with the provisions of these Terms of Use (the “Term”). At any time, Achievers may: (i) suspend or terminate your rights to access or use the Website; or (ii) terminate these Terms of Use; if Achievers in good faith believes that you have used the Website in violation of these Terms of Use or have engaged in fraudulent activity. You may terminate these Terms of Use at any time and with immediate effect by ceasing use of the Website. For greater certainty, if you continue to use any portion of the Website after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use. In the event of termination, you are no longer authorized to access the benefits of the Website.
2. The following Sections, together with any other provision of these Terms of Use which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Use, will survive expiration or termination of these Terms of Use for any reason: Sections 2 (Conditions of Use; Submission Standards and Website Content Standards), 3 (Submissions; Grant of License; and Privacy) 4 (Ownership of the Website), 5 (Additional Terms), 7 (Communications Not Confidential), 9 (Third Party Promotions, Content, Websites or Services) 10 (Malicious Code and Security), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 14(b) (Survival), and 16 (General Provisions).
Geographic Restrictions
Achievers makes no representation that the Website or products and services sold by Achievers.com are or will be available for use by individuals or entities located in countries or otherwise subject to relevant sanctions or other trade restrictions, including (without limitation) financial sanctions or trade embargoes imposed, administered, or enforced from time to time in Canada under the Special Economic Measures Act and regulations thereunder, the United Nations Act and regulations thereunder, and the Justice for Victims of Corrupt Foreign Officials Act and regulations thereunder, or administered by the United States Office of Foreign Asset Control, the United States Department of State, the United Nations Security Council, the European Commission, the Monetary Authority of Singapore, the Australian Sanctions Office, or Her Majesty’s Treasury of the United Kingdom. Countries in which the Website is available for use may be updated by Achievers from time to time. The Website is not intended for use in any jurisdiction or by any individual or entity where its use is not permitted.
General Provisions
1. Choice of Law. Except as restricted by applicable law, these Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law and such laws apply to your access to or use of the Website, notwithstanding your domicile, residency or physical location. You will only use the Website in jurisdictions where the Website may lawfully be used. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Website. The U.N. Convention on Contracts for the International Sale of Goods will not apply to these Terms of Use. This choice of jurisdiction does not prevent us from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
2. Entire Agreement. These Terms of Use constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Website. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
3. Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Use will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Use must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
4. Severable. If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Use and all other provisions of these Terms of Use will remain in full force and effect.
5. Assignment. You will not assign these Terms of Use to any third party without our prior written consent. We may assign these Terms of Use or any rights under these Terms of Use to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Use will be binding upon permitted assignees. These Terms of Use will inure to the benefit of and be binding upon the parties, their permitted successors and permitted assignees.
6. English Language. It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
Contact
If you have any questions or comments regarding these Terms of Use, please contact us at achieverslegal@achievers.com.