Terms of Use

Last modified: October 15, 2019

The following terms of use (the “Terms of Use”) govern your access to and use of the software and services we make available online (“Crescendo Platforms”). These Terms of Use form an agreement between 10655619 Canada Corp. d.b.a. Crescendo (“Crescendo”, “us”, “we”, “our”) and you. The term “you” refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Crescendo Platforms (“use” or “using” in these Terms of Use will mean any of the foregoing).

You are a Permitted User of an organization or other third party that we refer to in these Terms of Use as “Customer”. Customer has separately entered into an agreement with us (the “Contract”) that permits Customer to access, and provide its personnel with access, to the Crescendo Platforms (each individual granted access to the Crescendo Platforms, including you, is a “Permitted User”). The Contract contains our commitment to deliver the Crescendo Platforms to Customer, who may then obtain user accounts for each individual Permitted User. 

BY USING THE CRESCENDO PLATFORMS, YOU: (A) REPRESENT AND WARRANT THAT (I) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (II) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE CRESCENDO PLATFORMS 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. 

This Agreement does not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, services or otherwise.

1. Changes to these Terms of Use and Crescendo Platforms

  1. Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time by posting a new version to the Crescendo Platforms. It is your obligation to monitor the Crescendo Platforms for any such changes. Your continued access to or use of the Crescendo Platforms 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. 

We reserve the right to change the Crescendo Platforms at any time, without notice.

2. Other Agreements; Additional Terms

These Terms of Use relate to the Crescendo Platforms only. These Terms of Use do not alter in any way the terms or conditions of any other agreement that may apply to your use of the Crescendo Platforms, including a Customer Contract (“Other Crescendo Agreements”). If there is a conflict or inconsistency between the terms and conditions of Other Crescendo Agreements and these Terms of use, then the provisions of the Other Crescendo Agreements will govern to the extent of such conflict or inconsistency. For example, if you are employed by a legal entity that is a customer of Crescendo’s products or services, then some of the terms and conditions of the agreement(s) governing such customer’s use of Crescendo’s products or services may apply to your use of the Crescendo Platforms. 

Your access to and use of certain functionalities provided in or through the Crescendo Platforms may be subject to additional terms and conditions presented to you by Crescendo or its service providers. Such additional terms and conditions are incorporated herein by reference.  If there is a conflict or inconsistency between the terms and conditions of such additional terms and these Terms of Use, then the provisions of these Terms of Use will govern to the extent of such conflict or inconsistency, unless the conflicting term in the additional terms expressly states that the conflicting term in these Terms of Use do not apply. If you do not accept and agree to such additional terms and conditions, you may not be able to, and you should not, access or use those functionalities. For clarity, such additional terms and conditions do not include the Other Crescendo Agreements. 

3. Privacy  

  1. Please review our current Privacy Policy, available at https://crescendowork.com/privacy-policy, which contains important information about our practices in collecting, storing, using and disclosing information about identifiable individuals (“Personal Information”), and which is hereby incorporated into and forms a part of these Terms of Use.

  2. You represent and warrant to us that any data, information, records and files that you load, transmit to or enter into the Crescendo Platforms 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 Crescendo Platforms.  

4. Customer Data

When a Permitted User (including, you) submits content or information to the Crescendo Platforms (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Contract provides Customer with many choices and control over that Customer Data.

5. Ownership of the Crescendo Platforms

All rights, title and interest, including intellectual property rights, in the Crescendo Platforms and all other materials provided by us hereunder, and any update, adaptation, translation, customization or derivative work thereof, will remain with us (or our third-party suppliers, if applicable). The Crescendo Platforms and all materials provided by us hereunder are made available or licensed and not “sold” to you. All rights not expressly granted to you in these Terms of Use are reserved.

6. User Account for Crescendo Platforms

To access certain features of the Crescendo Platforms, you may be required to successfully sign up for a user account using the available interfaces of the Crescendo Platforms and be issued with a username and password login credentials (the “User ID”). If you are issued with a User ID, you will keep your User ID secure and will not share your User ID with anyone else. We reserve the right to disable any User ID or any account issued to you at any time in our sole discretion. If we disable access to a User ID or account issued to you, you may be prevented from accessing the Crescendo Platforms.

7. Permitted User Responsibilities

You agree to:

    1. comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy any export control laws;

    2. upload and disseminate only Customer Data to which Customer owns all required rights under law and do so only consistent with applicable law;

    3. use reasonable efforts to prevent unauthorized access to or use of the Crescendo Platforms;

    4. keep User IDs and all other login information confidential;

    5. monitor and control all activity conducted through you account in connection with the Crescendo Platforms; and

    6. promptly notify us and Customer if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your account, including any loss, theft, or unauthorized disclosure or use of a User ID or account.

8. No Unlawful or Prohibited Use

You will not use the Crescendo Platforms in violation of these Terms of Use or of any applicable law. You will not, without our prior written permission, use the Crescendo Platforms for any purpose other than to access educational content and participate in programs related to diversity, inclusion and cultural competence. Without limiting the generality of the foregoing, you will not (and will not attempt to) directly or indirectly: 

    1. send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Crescendo Platforms any data, information, pictures, videos, music 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; (iv) is 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; 

    2. share, transfer or otherwise provide access to an account designated for you to another person;

    3. disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Crescendo Platforms (e.g., a denial of service attack);

    4. attempt to gain unauthorized access to the Crescendo Platforms;

    5. use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Crescendo Platforms or any part thereof or otherwise attempt to discover any source code; or

    6. use the Crescendo Platforms for the purpose of building a similar or competitive product or service; 

    7. use the Crescendo Platforms other than for the benefit of the Customer that has entered into an agreement to access the Crescendo Platforms, and who has granted you a right of access; or

    8. authorize, permit, enable, induce or encourage any third party to do the above. 

9. Third Party Content, Websites or Services

The Crescendo Platforms may provide links or access to third party content, websites, or services. Likewise, we may allow you to access the Crescendo Platforms from third party systems. Crescendo 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 are not under Crescendo's control, and if you choose to access any such content, websites, or services, or to access the Crescendo Platforms from such systems, you do so entirely at your own risk. 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.

10. Malicious Code and Security

The downloading and viewing of content are done at your own risk. We do not guarantee or warrant that the Crescendo Platforms is compatible with your computer system or that the Crescendo Platforms, or any links from the Crescendo Platforms, 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 Crescendo Platforms.

You are prohibited from attempting to circumvent and from violating the security of the Crescendo Platforms including without limitation: (a) accessing content that is not intended for you; (b) attempting to breach or breaching Crescendo Platforms security or authentication measures; (c) restricting, disrupting or disabling service to Crescendo Platforms users, hosts, servers or networks by any means, or (d) otherwise attempting to interfere with the proper working of the Crescendo Platforms, including but not limited to by introducing any material that is  malicious or technologically harmful.

11. Communications Not Confidential

While we generally do not guarantee the confidentiality of any communications made by you through the Crescendo Platforms, we will not share your communications with your employer. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Crescendo Platforms. 

12. 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 CRESCENDO PLATFORMS 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 CRESCENDO PLATFORMS 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 CRESCENDO PLATFORMS IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. 

13. 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 DIRECT, 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 CRESCENDO PLATFORMS 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 CRESCENDO PLATFORMS EXCEED $50 CAD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.] 

ANY REMEDIES AVAILABLE WITH REGARD TO THE CRESCENDO PLATFORMS ARE AS SET OUT IN THE CONTRACT WITH THE CUSTOMER.

14. Indemnification

You will defend, indemnify and hold harmless us, our affiliates and service providers, and each of their and our respective officers, directors, employees, 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 breach of any provision of these Terms of Use or any documents referenced herein;

    2. your violation of any law or the rights of a third party (including intellectual property rights); or

    3. your use or the use by any third party using your User ID of the Crescendo Platforms.

15. Term and Termination; Survival

  1. These Terms of Use will commence on the day you first use the Crescendo Platforms and will continue until Customer’s subscription to the Crescendo Platforms expires or has been terminated by Customer or Crescendo (the “Term”). You may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Crescendo Platforms) that your User ID be deleted and ceasing use of the Crescendo Platforms. For greater certainty, if you continue to use any portion of the Crescendo Platforms after these Terms of Use have been terminated, these Terms of Use will continue to apply to the extent of such use. 

  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 3(b) (Personal Information Warranty), 4 (Ownership), 9 (Third Party Content, Websites or Services) 10 (Malicious Code), 11 (Communications Not Confidential), 12 (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 15(b) (Survival), and 17 (General Provisions). 

16. 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 and such laws apply to your access to or use of the Crescendo Platforms, notwithstanding your domicile, residency or physical location. You will only use the Crescendo Platforms in jurisdictions where the Crescendo Platforms 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 Crescendo Platforms. 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 Crescendo Platforms. 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.

17. Contact

If you have any questions or comments regarding these Terms of Use, please contact us at support@crescendowork.com