Terms of Use
Effective Date: January 13, 2022
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY, AS WELL AS THE DISCLOSURES ELSEWHERE ON proximityinstitute.com AND ANY PAGE THEREOF (THIS “WEBSITE”). BY CLICKING THE “I ACCEPT” BUTTONS OR BY OTHERWISE ACCESSING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF, AND DISCLOSURES IN, THIS TERMS OF USE AGREEMENT, AS AMENDED FROM TIME TO TIME (COLLECTIVELY, THESE “TERMS OF USE”), WITHOUT MODIFICATION BY YOU, LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO THESE TERMS OF USE, SELECT THE “DECLINE” BUTTON AND DO NOT ACCESS THIS WEBSITE OR ANY PAGE THEREOF.
The terms “you” and “user” refer to anyone who accesses this Website. Proximity Institute and its subsidiaries and affiliates (collectively, “Proximity Institute” or “we”) reserves the right to change these Terms of Use at any time without notice. Changes will be posted on this Website under “Terms of Use”. Your use of this Website after any change has been posted will constitute your agreement and consent to the modified Terms of Use and all of the changes.
The information on this Website is provided for informational purposes only. We do not warrant the accuracy, completeness, or usefulness of the information. If you rely on such information, you do so strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you, by any other visitor to this Website, or by anyone who may be informed of any of its contents.
Use of this Website: This Website and all materials contained herein, including, without limitation, all data, text, images, electronic files, charts, tables, graphics, animations, audio and videos displayed on, or posted to, this Website (the “Content”) constitute the property of Proximity Institute and/or its licensors, and is protected by copyright and other intellectual property laws. All trademarks, service marks, trade names, service names and logos (collectively, the “Marks”) displayed on this Website and within the Content are proprietary to their respective owners and are protected by applicable trademark and copyright laws. Except as other expressly stated, nothing on this Website or in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Mark without the prior written consent of Proximity Institute or the applicable third party for each specific use. The Marks may not be used to disparage Proximity Institute or the applicable third party, Proximity Institute’s or any third party’s products or services, or in any other manner that may damage any goodwill in the Marks. Use of any Mark as part of a link to or from any website is prohibited without Proximity Institute’s prior written consent. All goodwill generated from the use of any Proximity Institute Mark shall inure to Proximity Institute’s benefit.
You agree that you shall not use the Content or Website: (i) for any purpose that is contrary to, or is in violation of, any applicable law or regulation; (ii) to exploit or harm any person or entity or attempt to exploit or harm any person or entity; (iii) to transmit or cause the transmission of any advertising or promotional material without our prior written consent; or (iv) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of this Website or which, as determined by us, may harm us or users of this Website or expose us or them to liability. Except as otherwise expressly provided by Proximity Institute, you may not modify, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, sell, copy or otherwise use in any other way any Content obtained on this Website. If you copy or download any Content, you agree not to obscure, delete or modify any notice or legend contained therein.
You agree not to: (i) take any action that imposes an unreasonable load on this Website’s infrastructure; (ii) use any robot, spider or other device, software, routine or means to interfere or attempt to interfere with the proper working of this Website or any activity being conducted on this Website; (iii) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up this Website or gain unauthorized access to, interfere with, damage or disrupt any parts of this Website, the server on which this Website is stored, or any server, computer or database connected to this Website; (iv) delete or alter any material posted on this Website by Proximity Institute or any other person or entity; (v) frame or link to any of the material or information available on this Website without the express written consent of Proximity Institute; (vi) post, upload, submit, share or transmit in any manner any Content that is unlawful, obscene, harmful, threatening, abusive, harassing, tortious, defamatory, or hateful or that violates any applicable local, state, provincial or national law or regulation; or (vii) post, upload, submit, share or transmit in any manner Content that violates any confidentiality or fiduciary obligation you may have, that infringes or misappropriates the intellectual property rights of others, or that violates the right of privacy, publicity or personality of any person. Proximity Institute reserves the right to monitor and audit all transactions and data (including e-mail messages) for any purpose sent over its network and your use of this Website unless prohibited by law. You agree that a printed version of these Terms of Use shall be admissible in judicial or administrative proceedings to the same extent as other business documents and records.
All rights not expressly granted are hereby reserved by Proximity Institute and any use of the Marks or Content other than as expressly permitted by these Terms of Use or the Proximity Institute is strictly prohibited.
Proximity Institute’s products and services are only available in jurisdictions where it is lawful to advertise and market these products and services.
User Content: Any content posted, uploaded, transmitted or otherwise shared by users, such as text, comments, communications, images, photos, videos, graphics, or any type of file, regardless of its content or form through the Website (“User Content”) remains the property of the user or its licensors, subject to any rights you grant to Proximity Institute or any of its service providers. You represent and warrant that: (i) you own or have the right to post, upload, transmit or otherwise share your User Content; and (ii) such posting, uploading, transmission or sharing does not and will not infringe or violate the right of any third party, and complies at all times (including at the time it is submitted, posted, uploaded or otherwise shared and throughout its accessibility on this Website) with these Terms of Use and all applicable laws.
By posting, uploading, or otherwise sharing User Content on this Website, you grant to Proximity Institute a non-exclusive, royalty free, worldwide license for this content, including the rights of reproduction, representation, uploading and downloading, display, execution, transmission, and storage, as well as sub-licensing rights, in particular to its partners and other users of the Website.
You also authorize the use of your name in association with your User Content and acknowledge that this association may not always be made. By posting User Content, you authorize and accept that your User Content can become automatically and freely accessible on the Internet, including on sites other than the Website, and/or blogs and/or webpages and/or applications and/or social network pages.
No Reliance: Proximity Institute does not assume any liability or guarantee for the timeliness, accuracy and completeness of the Content provided by any third party. Proximity Institute uses reasonable efforts to obtain information from sources that it believes to be reliable; however, Proximity Institute makes no representation that the Content or any other information or opinion contained on this Website is accurate, reliable or complete. The Content is provided for informational purposes only, and is subject to change without notice. Nothing contained on this Website constitutes medical, health, legal, tax or other advice by Proximity Institute, nor should anything on this Website be relied upon in making any decision. Proximity Institute makes no representations as to the reliability or accuracy of the information, opinions or suggestions provided to you by third parties and assumes no liability with respect to the same.
External Sites: This Website may contain links to third-party Websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for such External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Site and do not make any representation regarding the content or accuracy of any material on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
Disclaimer of Warranties and Limitation of Liability: THE CONTENT AND THIS WEBSITE ARE PROVIDED “AS IS” AND WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. PROXIMITY INSTITUTE DOES NOT WARRANT THAT THE CONTENT, including, without limitation, user content OR THIS WEBSITE WILL BE FIT OR SUITABLE FOR ANY PARTICULAR PURPOSE AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY AND CONDITION, INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE; all of which are hereby waived by you and disclaimed by PROXIMITY INSTITUTE to the fullest extent permitted by law. PROXIMITY INSTITUTE ASSUMES NO RESPONSIBILITY FOR, AND MAKES NO WARRANTIES THAT, THE FUNCTIONS AND INFORMATION CONTAINED IN THIS WEBSITE WILL BE AVAILABLE ON AN UNINTERRUPTED BASIS, WILL BE TIMELY OR ERROR-FREE, OR WILL CONTAIN NO VIRUSES OR OTHER HARMFUL COMPONENTS. PROXIMITY INSTITUTE SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INACCURACY, DELAY, INTERRUPTION IN SERVICE, ERROR OR OMISSION, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES RESULTING THEREFROM.
IN NO EVENT WILL PROXIMITY INSTITUTE, ITS AFFILIATES, SUBSIDIARIES, LICENSORS AND/OR OFFICERS, DIRECTORS AND/OR EMPLOYEES OF ANY OF THE FOREGOING (COLLECTIVELY, THE “PROXIMITY INSTITUTE PARTIES”) BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL or any other type of loss or DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE CONTENT (including, without limitation, any user content) OR THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY LOST TIME, LOST MONEY, LOST PROFITS, LOSS OF PROGRAMS OR DATA ON YOUR EQUIPMENT, BUSINESS INTERRUPTION OR GOOD WILL, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN WITH RESPECT TO ANY USE OF THIS WEBSITE. IN NO EVENT WILL ANY OF THE PROXIMITY INSTITUTE PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT OR THIS WEBSITE.
Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH JURISDICTIONS, THE LIABILITY OF THE PROXIMITY INSTITUTE PARTIES FOR SUCH DAMAGES SHALL BE LIMITED TO THE LEAST LIABILITY PERMITTED BY LAW.
Indemnification: You agree to defend, indemnify, and hold harmless the Proximity Institute Parties from and against any claim, action or demand, including, without limitation, reasonable legal and accounting fees, arising or resulting from or associated with your User Content, your breach of these Terms of Use or your access to, use or misuse of the Content, User Content or Website. Proximity Institute shall provide notice to you of any such claim, suit, or proceeding. Proximity Institute reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to promptly cooperate with any reasonable request assisting Proximity Institute’s defense of such matter.
Security and Privacy: All information that may be submitted to us via this Website is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. Our Privacy Policy is incorporated into these Terms of Use by reference.
We may change or disable this Website and any service or material on this Website at any time in our sole discretion and without any notice to you. We do not guarantee that this Website will be available at any particular time or that it will be error free, and we will not be liable if all or any part of this Website is unavailable at any time or for any period.
You are responsible for making all arrangements necessary for you to have access to this Website and ensuring that all persons who access this Website through your Internet connection are aware of these Terms of Use and comply with them.
If we ask you to provide registration/login details in order to access this Website or some of the resources on this Website, you agree to provide complete and accurate information and to keep the information up-to-date. If you are provided with an account for this Website, you acknowledge that your account is personal to you and you agree not to provide any other person with access to this Website or portions of it using your account. You agree to notify us immediately of any unauthorized access to, or use of, your user name or password or any other breach of security. We may disable any account at any time in our sole discretion and for any reason, including if, in our opinion, you have violated these Terms of Use.
User Must Comply with Applicable Laws: This Website is based in and operated from Toronto, Ontario. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use in jurisdictions outside of Canada. If you access this Website or the Content from outside of Canada, you do so at your own risk. Whether inside or outside of Canada, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
Termination of these Terms of Use: Proximity Institute reserves the right, in its sole discretion, to restrict, suspend, or terminate these Terms of Use and your access to all or any part of this Website or the Content at any time and for any reason without prior notice or liability. Proximity Institute reserves the right to change, suspend, or discontinue all or any part of this Website or the Content at any time without prior notice or liability.
The following sections shall survive the termination and/or expiration of this Terms of Use: Use of this Website; User Content; Disclaimer of Warranties and Limitation of Liability; Indemnification; Accredited Investor; Fees; Termination of Agreement; and General.
General: These Terms of Use shall be governed by the laws of the Province of Ontario, Canada, without regard to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the provincial courts of Ontario sitting in Toronto. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. Failure of Proximity Institute to act on or enforce any provision of these Terms of Use shall not be construed as a waiver of that provision or any other provision in these Terms of Use. No waiver shall be effective against Proximity Institute unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Proximity Institute and you, these Terms of Use constitute the entire agreement between you and Proximity Institute with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms of Use will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to this Website might be publicly accessible. Important and private information should be protected by you. Proximity Institute is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use. BY USING THIS WEBSITE, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS OF USE AND OF PROXIMITY INSTITUTE PROCESSING YOUR PERSONAL INFORMATION IN ACCORDANCE WITH THE PRIVACY POLICY INCORPORATED BY REFERENCE INTO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU SHOULD NOT USE THIS WEBSITE OR THE CONTENT. YOUR CONTINUED USE OF THIS WEBSITE OR THE CONTENT FOLLOWING THE POSTING OF CHANGES TO THESE TERMS OF USE MEANS THAT YOU ACCEPT AND AGREE TO THE CHANGES.