SimKlar Medical Simulation Tracking Software Terms and Conditions of Use and License Agreement
These SimKlar Medical Simulation Tracking Software Terms and Conditions of Use and License Agreement (“Terms of Use”) comprise a legal agreement between KLAR Solutions (“KLAR Solutions”, “Company”, “we”, “our”) and you, the person, who has legal capacity to enter contracts (“you”), accessing and/or using the SimKlar Medical Simulation Tracking Software (“Software”). These Terms of Use set forth the legally binding terms and conditions for the use of the Software that is owned, operated and maintained, directly or indirectly, by KLAR Solutions, and all other sites owned and operated by KLAR Solutions that redirect to the Software, all subdomains provided through such other site or the Software, and all downloadable applications, features, functionality, content or information that is made available or provided on this Software.
BY USING THE SOFTWARE YOU ARE DEEMED TO HAVE READ AND ARE INDICATING YOUR ACCEPTANCE OF, YOUR AGREEMENT TO BE BOUND BY, AND YOUR LEGAL CAPACITY TO BE BOUND BY, THE TERMS AND CONDITIONS OF THESE TERMS OF USE WHICH SHALL GOVERN YOUR ACCESS AND USE OF THE SOFTWARE.
USE OF THE SOFTWARE. IF YOU DO NOT AGREE WITH ONE OR MORE OF THESE TERMS OF USE YOU MAY NOT ACCESS OR USE THE SOFTWARE AND MUST EXIT THE SOFTWARE.
In consideration of the mutual promises and agreements contained in these Terms of Use and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), you and KLAR Solutions agree as follows:
1. Purpose and Software Services
The Software is made available to you for the purpose of providing you with information and temporary, personal, and non-commercial access to paramedic simulation tracking functions. From time to time, the Software may provide certain services (each a “Service”), which Services may be subject to the acceptance of the terms and conditions of use specific to that Service (“Service Terms”) and all other operating rules, policies, and procedures that may be published on the Software by KLAR Solutions from time to time and which will be made known to you prior to your use of any such Services. In the event of any inconsistency between these Terms of Use and any applicable Service Terms, these Terms of Use shall prevail, but only to the extent of such inconsistency. KLAR Solutions reserves the right to change the Software or change, eliminate or interrupt any of the Services upon thirty (30) days’ notice and for any reasons whatsoever.
2. Acceptance and Modification of Terms
The Software and Services are offered subject to acceptance of all of the terms and conditions contained in these Terms of Use. KLAR Solutions reserves the right to modify or replace the Terms of Use, including sections 3 to 29. Should KLAR Solutions wish to modify or replace these Terms of Use, it will provide you with notice of such changes by posting an icon on the Software indicating same for 30 days prior to the coming into force of the changes. If you use the Software after receiving notice of any such modification or replacement, you are deemed to have read and are indicating your acceptance of, and you agree to be bound by, the modified or replaced terms of use, which modified or replaced terms of use shall be the Terms of Use.
3. Children
The Software and Services are not marketed or directed toward children or any person under the age of 18. Children or any person under the age of 18 may use the Software and Services only with the involvement and consent of a parent or guardian. This parent or guardian shall be the person deemed to be accessing and using the Software and Services and the proper contracting party under these Terms of Use.
4. Personal Information
To access and use certain features of the Software, you will need to provide KLAR Solutions with certain current, complete, and accurate information, including your first and last names, your email address, your date of birth, and other data or information that has been requested by KLAR Solutions. In these Terms of Use, “Personal Information” means any information about an identifiable individual, such as your first and last names, email address, date of birth, any data about you that you elect to provide electronically through the Software and any other information that identifies who you are. Personal Information will be used by KLAR Solutions solely in accordance with these Terms of Use and KLAR Solutions’ Privacy Policy at https://simklar.com/privacy-policy/ (the “Privacy Policy”).
5. Copyright and Limited License
KLAR Solutions hereby grants you a limited, non-exclusive, personal, non-transferable, non-sub-licensable and revocable right and license to (a) access the Software for the purpose of receiving the Services in accordance with these Terms of Use and (b) access, view and print any information and documentation made available on the Software, for your personal, non-commercial and informational use only to assist you in the access and use of the Software and the Services. Except for the limited licenses and rights expressly granted to you in the Terms of Use, these Terms of Use do not grant you any other right or license, including modification, transmission, presentation, distribution, republication, or other exploitation of the Software or of its Content, whether in whole or in part, whether express or implied, by estoppel, or otherwise in or under any patent, trademark, copyright, or other intellectual property or proprietary right of KLAR Solutions or any third party. KLAR Solutions may terminate this license at any time for any reason whatsoever. You must also abide by any additional requirements governing the use of any special Content that may be set out in the Software.
6. Suspension and Termination of Access
KLAR Solutions may suspend or terminate your access to the Software immediately without prior notice and without further obligation or liability to you if, in KLAR Solutions’ sole discretion, it determines you have breached these Terms of Use. KLAR Solutions may also suspend your access to the Software or terminate these Terms of Use at any time without written notice to you for any reason whatsoever. If the Terms of Use are terminated for any reason, you are still bound by the Terms of Use as set out herein. Except if you reside in Québec, KLAR Solutions has no liability of any kind or any nature whatsoever to you solely by reason of any change, modification, suspension or discontinuance of the Software or any or all of the Services in accordance with its terms. Except if you reside in Québec, you agree that you shall not make any claim against KLAR Solutions, including with respect to any lost revenue, profits or opportunities as a result of such change, modification, suspension or discontinuance or on account of any expenditures made or actions taken in reliance on the expected continuation of the Software, the Services or these Terms of Use.
7. Content
The Software may include images, text, works, visual files, audio files, sounds and other content and data that are owned by third parties (“Third Party Content”). You agree that all of the terms and conditions of these Terms of Use relating to the Software apply to your access to and use of any Third Party Content and you further agree to comply with any terms and conditions that are specific to the Third Party Content, including the terms and conditions specified under these Terms of Use. KLAR Solutions is not responsible, and assumes no liability, for any Third Party Content.
All content and data made available by KLAR Solutions through the Software, including any Third Party Content, (the “KLAR Solutions Content”) is owned solely and exclusively by KLAR Solutions and/or third parties. You may not: (a) publish, publicly perform or display, or communicate to the public or otherwise distribute to any third party any of the KLAR Solutions Content; (b) market, sell, re-sell or make commercial use of the Software or any KLAR Solutions Content; (c) systematically collect from the Software and use any KLAR Solutions Content, including the use of any data mining, robots, or similar data gathering and extraction methods; or (d) make derivative uses of the Software or the KLAR Solutions Content.
If you make any information, data or content available to KLAR Solutions, including by contacting KLAR Solutions, or providing comments or ideas about KLAR Solutions’ Services or the Software (“User Content”), you are deemed to grant KLAR Solutions a non-exclusive, transferable, sub-licensable, irrevocable, royalty-free, perpetual, worldwide license to store, use, copy reproduce, modify, adapt, edit, translate, publish, perform and display any such User Content that you make available on, through, or in connection with the Software without any payment or restriction. You are solely responsible and liable for any User Content you make available on or through the Software or that is made available using your Software account. If you make User Content available, you represent that you have the right to do so. You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic, or sexually suggestive User Content on or through the Software. KLAR Solutions may remove any User Content that the KLAR Solutions deems objectionable. You understand and agree that KLAR Solutions cannot and will not be responsible for the User Content and you use the Software at your own risk.
8. Use Restrictions
You agree that when using the Software you will not: (a) transmit any files which contain viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties; (b) transmit data or content which violates or infringes any third party rights, is false, misleading or inaccurate or is injurious to a third party or defames, libels or disparages any third party; (c) to the maximum extent permitted by applicable law, interfere with or circumvent any copyright or other technical protection mechanism or reverse engineer, decompile, disassemble, or otherwise in any manner deconstruct all or any part of the Software or any software or technology or content forming part thereof; (d) transmit data which constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters; (e) transmit data or content which would be considered a criminal offence, give rise to civil liability, or would otherwise violate the law; (f) use the Software or Services to harvest addresses, send spam or otherwise breach these Terms of Use or the Privacy Policy; (g) use any spider, robot or other automated or electronic agent to monitor or copy web pages or any content from the Software or for any other purpose in connection with your access to and use of the Software; (h) take any action or use any program or device that may result in or is intended to interfere with the operation and functioning of the Software or to shut down, overload or overwhelm the Software; or (i) copy, republish or redistribute any part of the Software, including by caching, framing or similar means, without the prior written consent of KLAR Solutions.
9. Risks of Using Email
The security of email messages is not guaranteed. Messages sent to, or from, KLAR Solutions may be seen by others using the Internet. Email is easy to forge, may be accidentally forwarded, and may exist indefinitely. For this reason, it is recommended that you do not use email to discuss information you think is sensitive. If you decide to use email, please inform KLAR Solutions if there are certain types of information that you do not want to discuss by email. Do not use email in an emergency because email can be delayed.
10. Privacy of Personal Information
You agree that your use of the Software and the Services is subject to the terms of KLAR Solutions’ Privacy Policy (https://simklar.com/privacy-policy/), which is hereby incorporated by reference into, and forms an integral part of, the Terms of Use. By agreeing to the Terms of Use or by using the Software, you expressly consent to the collection, storage, use and disclosure of your information, including your Personal Information, according to the Privacy Policy (https://simklar.com/privacy-policy/). You represent and warrant to KLAR Solutions that you have the full, unrestricted right and authority and have been fully authorized to provide to KLAR Solutions any and all Personal Information for the purposes of these Terms of Use and that KLAR Solutions is authorized and permitted to use such data as and to the extent provided in these Terms of Use.
Client personal information contained on the Software will be password protected and only KLAR Solutions, the Client, and persons authorized by the Client will have access to the Client's personal information. All personal information collected on the Software will be held in the strictest confidence by KLAR Solutions in accordance with our Privacy Policy.
You can permanently remove certain personal information from your account at any time. In the event that you save, print, fax, or transmit copies of your personal information from the Software (Downloaded Information), you are responsible for maintaining the privacy and security of this information. KLAR Solutions will not be liable for loss, theft, or any consequences arising from misuse of Downloaded Information.
Any personal information placed on the Software or otherwise provided to KLAR Solutions, in which all personal identifiers have been removed, such that the information could not reasonably be used to identify the individual, is not considered confidential information (De-Identified Information). You agree that in the event you delete your personal information from the Software, KLAR Solutions may maintain a copy in the form of De-Identified Information. KLAR Solutions is under no obligation to refrain from reproducing, publishing or otherwise using this De-Identified Information, and may use them, in any way or for any purpose. You agree to not assert any ownership right of any kind on such information (including, without limitation, copyright, trademark, patent, unfair competition, moral rights, or implied contract) and you hereby grant a royalty-free, perpetual, non-exclusive, irrevocable, unrestricted, worldwide license to KLAR Solutions to use, copy and display all De-Identified Information, and waive the right to receive any financial or other consideration in connection with such De-Identified Information.
11. Rules Governing Postings Made to the Software
The Software may provide features which allow you to participate in discussion groups, to communicate with KLAR Solutions, its agents and other third party users and to otherwise post/upload/communicate information, files, documents, or other materials (Postings). KLAR Solutions does not control the content of any Posting and has no obligation to monitor any Posting. While KLAR Solutions may attempt to delete insulting, offensive or inaccurate Postings, it cannot prevent them from being uploaded and is not responsible for their content or any damages resulting therefrom. However, KLAR Solutions reserves the right at all times to disclose any information necessary to satisfy any law, regulation, or governmental or law enforcement request, or to edit, refuse to upload or to remove any Posting, in whole or in part, that, in KLAR Solutions’ sole discretion, are objectionable, inaccurate, misleading or in violation of the Master Agreement. For greater certainty, KLAR Solutions will fully cooperate with any legal obligation to disclose the identity of anyone posting threatening, libelous, obscene, pornographic, profane or otherwise offensive or illegal materials. You acknowledge that you alone are responsible for the content of Postings to the Software and the consequences thereof.
The Software is used by multiple users and we ask each that each user respect the rights of each other user of the Software. It is a condition of your use of the Software that you do not:
- Restrict or inhibit another user from using and enjoying the Software, interfere or attempt to interfere with the proper workings of the Software or do anything which, in the sole discretion of KLAR Solutions, imposes an unreasonable or disproportionately large burden on the Software infrastructure;
- Post or transmit any unlawful, abusive, defamatory or obscene information of any kind, including, without limitation, any information constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law;
- Post or transmit any information, including, without limitation, articles, images, stories, software, or other material, which violates or infringes upon the rights of others, including material which is an invasion of privacy or publicity rights, or which is protected by any intellectual property rights, including, without limitation, copyright, patent, trade secret, trademark, or other proprietary rights herein or derivative works with respect thereto, without first obtaining permission from KLAR Solutions or rights holder;
- Post or transmit any information or material which contains a virus or another harmful component;
- Post or transmit "junk mail", "chain letters", unsolicited mass mailing or "spam";
- "Mine" or otherwise use the Software for commercial purposes, including, without limitation, posting, or transmitting any information or material which contains advertising, which engages in commercial activities, solicitations or sales, or which involves contests, sweepstakes, advertising and pyramid schemes; or
- Engage in any other behavior in connection with the Software which KLAR Solutions in its sole discretion determines is objectionable.
Subject to any applicable law, any Postings made using this Software or otherwise made to KLAR Solutions, excluding those containing your personal information, are made on a non-confidential basis. Any data contained in the Postings in which all personal identifiers have been removed, such that the information could not reasonably be used to identify the individual, is not considered personal information and is non-confidential information. KLAR Solutions is under no obligation to refrain from reproducing, publishing or otherwise using them, and may use them, in any way or for any purpose. You agree to not assert any ownership right of any kind in such communications (including, without limitation, copyright, trademark, patent, unfair competition, moral rights, or implied contract) and you hereby grant a royalty-free, perpetual, non-exclusive, irrevocable, unrestricted, worldwide license to KLAR Solutions to use, copy and display all Postings, and waive the right to receive any financial or other consideration in connection with such Postings including, without limitation, acknowledgement of yourself as the source of such Postings. For greater certainty, KLAR Solutions shall not use or disclose your personal information without your consent.
12. Cookies and Computer Data
You agree that KLAR Solutions has the right to monitor and review your use of the Software and Services from time to time, and to collect, store, and use your Internet Protocol address (IP address), type of browser, type of device, device specifications (including but not limited to operating system (OS), central processing unit (CPU), graphics processing unit (GPU) models, display resolution, and current battery level), service provider, cookies, log files, browsing data, and actual and available download speed in accordance with the Privacy Policy (https://simklar.com/privacy-policy/).
13. Support
KLAR Solutions may in its discretion, without any obligation to do so and subject to the limitations of these Terms of Use (or as may be posted on the Software from time to time), provide you with troubleshooting support concerning your use of the Software and any Services.
14. Software and Services Provided “AS IS”
YOU UNDERSTAND AND AGREE THAT THE SOFTWARE AND THE SERVICES, ANY COMPANY CONTENT AND OTHER INFORMATION, DATA AND MATERIALS AVAILABLE ON THE SOFTWARE OR PROVIDED AS PART OF THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR HEREIN AND PERMITTED UNDER APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS OR IMPLIED, AND WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW, FROM A COURSE OF DEALING OR USAGE OF TRADE, AND INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, TITLE OR NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND ANY CONDITION OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
COMPANY DOES NOT OFFER ADVICE OR RECOMMENDATIONS CONCERNING INFORMATION OR DATA CONTAINED IN ANY SERVICES OR COMPANY CONTENT AND ANY ACTIONS TAKEN, OR FAILURES TO ACT, IN RELIANCE ON ANY COMPANY CONTENT (OR OTHERWISE ON THE SERVICES) BY YOU OR ANY OTHER PERSON IS YOUR SOLE RESPONSIBILITY AND LIABILITY. COMPANY SPECIFICALLY MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SOFTWARE OR ANY OF THE SERVICES (INCLUDING THE PROVISION OF ANY COMPANY CONTENT) WILL BE ACCURATE, RELIABLE, COMPATIBLE WITH YOUR COMPUTER, OR COMPLETE OR WILL BE PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS OR THAT ANY ERRORS CAN OR WILL BE CORRECTED OR THAT ANY SERVICES, COMPANY CONTENT, DATA OR THE RESULTS DERIVED THEREFROM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR THAT THE SOFTWARE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL ELEMENTS.
YOU ACKNOWLEDGE THAT COMPANY DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS, OR SERVICES OFFERED BY THIRD PARTIES ON OR THROUGH THE SOFTWARE. EXCEPT AS OTHERWISE AGREED IN WRITING, COMPANY AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE SOFTWARE.
IF YOU ARE DISSATISFIED WITH THE SOFTWARE, THE SERVICES OR WITH ANY OF THE TERMS, CONDITIONS, GUIDELINES, PRACTICES OR POLICIES OF COMPANY IN OPERATING THE SOFTWARE AND IN PROVIDING THE SERVICES YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USING THE SOFTWARE AND SERVICES.
15. Limitation of Liability
CONSUMER PROTECTION LAWS IN QUÉBEC PROHIBIT ANY STIPULATION THAT WOULD RELIEVE A MERCHANT FROM THE CONSEQUENCES OF HIS OR HER OWN ACTION. IF YOU ARE A QUÉBEC CONSUMER, THIS SECTION 15 DOES NOT APPLY TO THE EXTENT THAT IT WOULD RELIEVE THE COMPANY OR ITS REPRESENTATIVE(S) OF LIABILITY FOR ANY ACTION OF THE COMPANY.
UNDER NO CIRCUMSTANCES SHALL COMPANY, BE LIABLE TO YOU, OR TO ANY OTHER PARTY, FOR ANY LOSSES, COSTS OR DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF (OR THE INABILITY TO USE) THE SOFTWARE, SERVICES, OR ANY COMPANY CONTENT OR THIRD PARTY CONTENT (REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, INCLUDING FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, EQUITY, STRICT LIABILITY, BY STATUTE OR OTHERWISE AND REGARDLESS OF THE OCCURRENCE OF A FUNDAMENTAL BREACH OR FAILURE OF ESSENTIAL PURPOSE) THAT EXCEEDS, IN THE AGGREGATE, THE AMOUNTS THAT YOU HAVE PAID COMPANY IN RESPECT OF THE SERVICES IN THE 30 DAY PERIOD THAT IMMEDIATELY PRECEEDED THE DATE OF YOUR CLAIM.
IN NO EVENT WHATSOEVER SHALL ANY OF THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS AND THIRD PARTY CONTRACTORS, SUPPLIERS AND LICENSORS (COLLECTIVELY THE “COMPANY PARTIES”) BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE WHATSOEVER THAT ARE SUFFERED OR INCURRED IN ANY CONNECTION WITH THE USE OF SOFTWARE OR THE PROVISION OF THE SERVICES (INCLUDING IN ANY CONNECTION WITH THE TRANSMISSION OR DOWNLOADING OR STORAGE OF ANY DATA OR SUBMISSIONS TO OR FROM THE SOFTWARE OR THE USE OF, OR RELIANCE ON, ANY COMPANY CONTENT OR OTHER INFORMATION OR DATA CONTAINED ON OR PROVIDED THROUGH THE SOFTWARE OR SERVICES, OR LOSS OF OR DAMAGE TO FILES OR DATA OR ANY COSTS OF RECOVERING OR REPRODUCING ANY FILES OR DATA OR LOSS OF USE OR LACK OF AVAILABILITY OF SERVICES OR ANY BUSINESS INTERRUPTION OR LOSS OF REVENUE OR PROFIT OR ANY OTHER ECONOMIC LOSS WHATSOEVER) HOWEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION AND WHETHER OR NOT FORESEEABLE, EVEN IF THE COMPANY PARTIES OR ANY OF THEM HAS BEEN INFORMED IN ADVANCE OR OUGHT REASONABLY TO HAVE KNOWN OF THE POTENTIAL FOR SUCH DAMAGES.
THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE AND USE OF THE SOFTWARE, SERVICES AND ANY PROVIDED SUPPORT IS ASSUMED BY YOU.
KLAR SOLUTIONS SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER WHERE THE FAILURE RESULTS FROM ANY CAUSE BEYOND KLAR SOLUTIONS’ REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, MECHANICAL, ELECTRONIC, OR COMMUNICATIONS FAILURE OR DEGRADATION.
THE TERMS AND CONDITIONS OF THESE TERMS OF USE THAT LIMIT LIABILITY REFLECT AN INFORMED VOLUNTARY ALLOCATION OF RISK; SUCH ALLOCATION REPRESENTS A MATERIAL PART OF THESE TERMS OF USE. YOU AGREE THAT THE LIMITATIONS OF LIABILITIES SET OUT IN THESE TERMS OF USE ARE FAIR AND REASONABLE IN THE CIRCUMSTANCES.
16. Indemnity
Except if you reside in Québec, you agree to defend, indemnify, and hold harmless the KLAR Solutions Parties from and against any claims, actions, demands, losses, liabilities, damages, costs and expenses suffered by such persons, including without limitation, reasonable legal and accounting fees, alleging or resulting, directly or indirectly, from your: (a) breach of these Terms of Use; (b) access to the Software or use of the Services; and (c) provision of User Content, Personal Information, or other disclosure to KLAR Solutions of any other information or data and the use of same by KLAR Solutions or other KLAR Solutions Party as contemplated hereunder.
17. Trademarks
All product, brand and company names and logos and trademarks displayed on the Software or used in connection with the Services are the trademarks of KLAR Solutions (or its suppliers, partner businesses or third party licensors). Any use of any of the marks appearing on the Software or in connection with the Services without the express written consent of KLAR Solutions or the owner of the mark, as appropriate, is strictly prohibited.
18. Links
KLAR Solutions provides links on the Software to other websites or resources, including those operated by parties other than KLAR Solutions. These links are provided for your convenience and KLAR Solutions is not responsible for the availability of such websites or resources and does not endorse or accept responsibility for the content of such external websites or resources and has no responsibility for or control over the terms of use or privacy policy (if any) of the operators of the external websites or resources. Your access and viewing of any third party websites or resources is conducted at your own risk. You are strongly advised to check the terms of use and the privacy policies of these external websites or resources before making use of them. You acknowledge that KLAR Solutions may remove any link to an external website or to resources at any time for any reason whatsoever.
19. Jurisdiction and Choice of Law
CONSUMER PROTECTION LAWS IN QUÉBEC PROHIBIT ANY STIPULATION OF A LAW OTHER THAN THE LAWS OF QUÉBEC AND THE FEDERAL LAWS OF CANADA. IF YOU ARE A QUÉBEC CONSUMER, THE FOLLOWING PARAGRAPH DOES NOT APPLY.
The Software is administered by KLAR Solutions from a site that is located in Ontario, Canada. You acknowledge and agree that your use of the Software and all of the communications, transmissions and transactions associated with the Software and the provision of the Services shall be deemed to have occurred in the Province of Ontario, Canada. You agree that these Terms of Use shall be exclusively governed by, construed and interpreted in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, and that the law of the Province of Ontario is the proper law, without regard to private international law principles. You irrevocably attorn to the exclusive jurisdiction of the Courts of the Province of Ontario in respect of all matters and disputes arising hereunder.
You expressly agree that, in the event that there is a dispute under these Terms of Use and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial and you hereby waive any right to trial by jury.
20. Entire Agreement
These Terms of Use, together with any applicable Service Terms and any applicable terms from the SimKlar Medical Simulation Tracking Software Master Agreement, constitute the entire agreement between you and KLAR Solutions as it relates to the access to, and use of, the Software and Services and the subject matter of these Terms of Use and supersede all prior or contemporaneous agreements, understandings, negotiations, representations, discussions and proposals, whether written or oral between KLAR Solutions and you.
21. Electronic Documents
This electronic document, and all other electronic documents referred to or incorporated herein, will be: (a) deemed for all purposes to be a “writing” or “in writing”, and to comply with all statutory, contractual, and other legal requirements for a writing; and (b) legally enforceable as a signed agreement. A printed version of these Terms of Use and any notice given in electronic form shall be admissible in judicial proceedings 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.
22. Conformance with Law
In addition to complying with these Terms of Use, you agree to use the Software and Services for lawful purposes only and in a manner consistent with all applicable local, national or international laws and regulations, including all privacy and personal information laws. The Software and any Services shall not be used where, and to any extent, such use is prohibited by law. Your use of the Software from any location is subject to your compliance with all applicable laws and regulations that may be applicable to you. You agree, and confirm, that your use of the Software is in full compliance with the laws of the jurisdiction(s) to which you are subject, and that you are not prohibited from using the Software due to any restriction whatsoever and that you have obtained all necessary consents and approvals required or reasonably necessary.
23. Termination
KLAR Solutions may, in KLAR Solutions’ sole discretion, terminate these Terms of Use and your use and access of the Software and Services if you fail to comply with any provision of these Terms of Use. To the extent permitted by applicable law, the disclaimers, limitations on liability, termination, interpretative provisions, and your warranties and indemnities shall survive any termination of these Terms of Use. KLAR Solutions shall not be required to refund to you any amounts prepaid, if any, for use of the Software or any Services if KLAR Solutions has terminated your account or your use of, or access to, the Software and/or any of the Services for breach of these Terms of Use. KLAR Solutions may also terminate your access to the Software without notice at any time for any reason whatsoever, and any fees or charges paid by you in advance, if any, shall be refunded on a pro rata basis.
24. Contact/Notices
If you have any questions about the Terms of Use, or need to provide notice to, or communicate with, KLAR Solutions under the Terms of Use, please contact KLAR Solutions in writing via either email or at the address specified below:
KLAR Solutions Inc.
734 Concession Rd 3 W
Warkworth, ON
K0K 3K0
E-mail: candersson@klarsolutions.com
Phone: 1-888-920-5527
KLAR Solutions may provide notices or communications to you on the Software and you agree that such notices shall constitute notice to you whether or not you actually access the notice.
25. Language
These Terms of Use have been drawn up in the English language at the express request of the parties. Les présentes modalités ont été rédigées en anglais à la demande expresse des parties.
26. Waiver
No delay or omission by KLAR Solutions to exercise any right or power it has under these Terms of Use or to object to the failure of any covenant of you to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. Any waivers by KLAR Solutions must be in writing and signed by an authorized representative of KLAR Solutions.
27. Severability
If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of these Terms of Use, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of these Terms of Use shall be valid and enforceable to the extent permitted by law.
28. Assignment
These Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with KLAR Solutions’ prior written consent. KLAR Solutions may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.
29. Interpretation
In these Terms of Use: (a) words denoting the singular include the plural and vice versa; (b) all usage of the word “including” means “including, without limitation,” throughout these Terms of Use; (c) all dollar amounts, if any, are expressed in Canadian currency unless expressly provided otherwise; (d) the division of these Terms of Use into separate sections, subsections and the insertion of headings is for convenience only and shall not affect the construction or interpretation of these Terms of Use; (e) words or abbreviations which have well-known or trade meanings are used herein in accordance with their recognized meanings; and (f) you and KLAR Solutions agree that these Terms of Use shall not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of these Terms of Use.