Terms of Use

LAST UPDATED: April 28, 2021

VESTA SOCIAL INNOVATION TECHNOLOGIES INC. WEBSITE AND PLATFORM TERMS OF USE

1. OVERVIEW

These Terms of Use form a legally binding contract between VESTA SOCIAL INNOVATION TECHNOLOGIES INC. (“we” or “us”) and the people and companies (“Users” or “you”) that access and use our website located at https://www.vestasit.com/ (the “Website”) or and platform www.app.vestasit.com and www.admin.vestasit.com (the “Platform”) or any related website and Platform or mobile Platform controlled by us (collectively, the “Applications”). These Terms of Use apply to all services provided through our Applications, including the administrative panel, and any other software application we operate, and all content, services, and products available at or through the Applications.

It is very important that you read and fully understand these Terms of Use before using the Applications. By agreeing to these Terms of Use and using the Applications, you are entering into a legally binding contract which will impact your rights.

By accessing any part of the Applications, you agree to be bound by these Terms of Use. You are also confirming that you have read and fully understand these Terms of Use. If you do not agree to or understand all these Terms of Use, then you may not access the Applications or use any services available on the Applications.

These Terms of Use should be read in conjunction with the Privacy Policy and any other rules, guidelines, or policies posted on the Applications.

2. SERVICES AVAILABLE ON THE WEBSITE

Without limiting the generality of the forgoing, we build software that enables those who have experienced sexual violence or harassment to access local services, report anonymously or file a formal complaint with law enforcement. Reporting is limited to sexual violence incidents that have occurred within the community. This can include, but is not limited to incidents on campus, in workplaces, in person and online spaces. VESTA Community is not for reporting any immediate safety concerns, requiring access to medical attention or to obtain immediate police assistance. Users should call 911 for any immediate safety need. You cannot create a report, report to police or others for someone else, use a false name or impersonate another person. False reporting to the police is a crime.

The services we offer are subject to change over time. By using the Applications, you are confirming that you have determined that the services are appropriate for your needs. We do not guarantee that these services meet your needs or that they are suitable for your
specific purposes.

3. CONTENT

For the purpose of these Terms of Use, the following definitions apply:

“Content” means all content featured or displayed, including, but not limited to, logos, icons, trademarks, text, graphics text, graphics, photographs, images, moving images, sound, illustrations, music, software (excluding the Platform), opinions, remarks, comments, artwork, links, questions, suggestions, information or other materials.

“Vesta Content” means Content owned or used by us, our affiliates or third-party licensors  and made available through the Applications, but excluding User Content.

“User” means a person who accesses or uses the Applications.

“User Content” means Content that a User posts, uploads, publishes, submits or transmits to be made available through the Applications.

“Collective Content” means, collectively, Vesta Content and User Content.

Subject to your compliance with these Terms of Use, we grant you a limited, revocable, non-exclusive, non-transferable licence:

1. to view, download and print any Vesta Content solely for your personal and non-commercial purposes; and
2. to view any User Content to which you are permitted access solely for your personal and non-commercial purposes.

Unless otherwise stated, the copyright and other intellectual property rights in the Vesta Content are owned by us or our other licensors. These works are protected by copyright laws, trademark laws, and other intellectual property laws and treaties, both in Canada and around the world and all rights therein are reserved. For the purposes of these Terms of Use, any use of extracts from the Vesta Content other than in accordance with these Terms of Use is prohibited.

You have no right to sublicense the licence rights granted in this section.

You may not use, copy, adapt, modify, create derivative works from, distribute, license, sell, transfer, publicly display, publicly perform, reproduce, transmit, stream, broadcast or otherwise exploit the Collective Content, except as expressly permitted in these Terms of Use. You may not reuse any Collective Content without first obtaining our written consent. No licences or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in these Terms of Use. Any rights not expressly granted in these Terms of Use are reserved.

We may, in our sole discretion, permit Users to post, upload, publish, submit or transmit User Content on through the Applications. You acknowledge that we only act as a passive conduit for the distribution of the User Content and we are not responsible or liable to you or to any third party for the Content or accuracy of the User Content. We do not continuously monitor User Content published by you or moderate between Users, nor shall we be under an obligation to do so. Without limiting the foregoing, you acknowledge and agree that any remarks, opinions, comments, suggestions and other information expressed or included in the User Content do not necessarily represent us or our opinions.

Any use by you of the User Content is entirely at your own risk. You represent and warrant that any User Content posted or transmitted by you is original to you and does not copy the work of any third party or otherwise infringe any third-party intellectual property rights, rights of privacy or personality rights and does not contain any defamatory, vulgar, illegal, or disparaging statements.

You agree to indemnify us and hold us harmless against all costs, expenses, damages, losses and liabilities incurred or suffered by us related to any User Content posted or transmitted by you through the Applications.

We reserve the right at our sole discretion to block or remove (in whole or in part) any User Content posted or transmitted by you and which we believe is not in accordance with these Terms of Use (including without limitation materials which infringe or may infringe third party intellectual property rights, rights of privacy or personality rights), or is otherwise unacceptable to us. You agree to provide us with sufficient information to enable us to investigate whether such User Content breaches these Terms of Use.  We shall take such action as we, in our sole discretion decide. However, we do not warrant or represent that we will block or remove (in whole or in part) or monitor such User Content.

4. APPLICATION LICENCE

Subject to your compliance with these Terms of Use, we grant you a limited, non-exclusive, revocable, non-transferable licence to download and execute a copy of the Application on a device that you own or control and to run such copy of the Application solely for your own personal use. You shall not:

1. licence, sublicence, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application in any way;
2. modify or make derivative works based upon the Application;
3. create Internet “links” to the Service or “frame” or “mirror” any Application on any other server or wireless or Internet-based device; or
4. reverse engineer or access the Application in order to: (i) design or build a competitive product or service; (ii) design or build a product using similar ideas, features, functions or graphics of the Application; (iii) copy any ideas, features, functions or graphics of the Application; (iv) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Application; (v) misuse the Application, including by hacking or “scraping”; (vi) send spam or otherwise duplicative or unsolicited messages of any kind in violation of applicable laws; (vii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or anything which would violate third party privacy rights; (viii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ix) interfere with or disrupt the integrity or performance of the Application; or (x) attempt to gain unauthorized access to the Application or its related systems or networks.

5. YOUR DATA

You can remain anonymous, and no identifying information will be required, while providing basic information to the police and the local community partner if you choose.

All information will be aggregated.  Aggregate information may be made accessible to our partners (such as the police, community-based organizations, sexual assault counselling centres, and other local agencies with whom we have agreements) via an online administrative panel. No identifiable information will be provided to our partners without your consent.

If you are using the administrative panel, you must provide an accurate email address, or you cannot be authenticated.

Our Privacy Policy includes important terms about the use and disclosure of Personal Data.  “Personal Data” consists of data and other information made available to us by or for you through the use of the  Applications under these Terms of Use. We may use third party service providers who are bound by agreements to protect your data.

Please read our Privacy Policy to understand what we do with your data. If you don’t want your data used that way, then, stop using the Applications immediately and delete any record you have created.

Email and SMS are insecure by their nature, so please keep that in mind if you are contacting us. Please do not include Confidential Information  in emails or text messages.

Use of Personal Data

“Personal Data” consists of data and other information made available to us by or for you through the use of the Applications and Platform under these Terms.

You acknowledge that you have read our Privacy Policy and understand that it sets forth how we will collect, store, use and disclose your Personal Data. If you do not agree with our Privacy Policy, then you must stop using the Applications immediately.

You can delete a record up until the time it is submitted, and all information will be deleted from our servers. If you have connected to counselling services, reported your abuse to the police (either anonymously or not), we cannot delete the record after it has been submitted. Additionally, our community partners may have already entered the data you entered into their record management systems.

6. YOUR RESPONSIBILITIES, RESTRICTIONS and REQUIREMENTS

You agree that you will not:

• access, tamper with, or use non-public areas of the Applications, Vesta’s computer systems, or the technical delivery systems of Vesta’s service providers or access our APIs via any means other than through the intended use of the Applications

• disable, interfere with, or try to circumvent any of the features of the Applications or probe, scan, or test the vulnerability of any of our systems

• copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any infrastructure, server configuration or private record keys of Vesta or its users

• access or search or attempt to access or search our Applications database by any means (automated or otherwise)

• scrape, spider, use a robot, or use other automated means of any kind to access the Applications in any way use the Applications to send altered, deceptive, or false source-identifying information

•  interfere with, or disrupt (or attempt to do so), the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Applications, or in any other manner interfering with or creating an undue burden on the Applications.

7. TERMINATION

You may cancel these Terms of Use at any time by discontinuing your use of the Applications.

8. LIMITATION OF LIABILITY

We will not be held liable for, and you hereby fully waive the right to claim for, any loss, injury, claim, liability or damages of any kind resulting in any way from use of the Applications.

Your use of the Applications is at your sole risk. The Applications are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory. We do not warrant that your use of the Applications will be uninterrupted, secure or error-free.

In no event will we have any liability to you or any third party for any lost profits or revenues or for any indirect, special, incidental, consequential, or punitive damages however caused, whether in contract, tort, or otherwise, and whether or not you or the third party have been advised of the possibility of such damages.

If a user is reporting sexual violence that occurred within an intimate partner or dating relationship, police may have a requirement to investigate an incident of domestic violence.

9. INDEMNIFICATION

You agree to indemnify and hold us, including our officers, directors, shareholders, employees and agents, harmless from and against any and all claims and expenses, including legal fees and disbursements, which are made against us and arise out of your use of the Applications, including but not limited to your violation of any term of these Terms of Use or any other policy posted on the Applications.

10. SECURITY BREACHES

In order to protect your security, it is your sole responsibility to ensure that all usernames and passwords used to access the Applications are kept secure and confidential. You must immediately notify us of any unauthorized use of your account, including the unauthorized use of your password, or any other breach of security.

We will investigate any breach of security on the Applications that we determine in our sole discretion to be serious in nature, but we will not be held responsible or liable in any manner for breaches of security or any unauthorized access to your account however caused.

11. WARRANTIES AND REPRESENTATIONS

We hereby disclaim all warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties as to merchantability or fitness for a particular purpose as they relate to the Applications.

12. COMPLIANCE WITH LAWS

You represent and warrant that:

i. You have the authority to bind yourself to these Terms of Use;

ii. Your use of the Applications will be solely for purposes that are permitted by these Terms of Use;

iii. Your use of the Applications will not infringe or misappropriate the confidentiality or intellectual property rights of any third party; and

iv. Your use of the Applications will comply with all local, provincial and federal laws, rules and regulations, and with all policies posted on the Applications. You must only use the Applications for your own lawful purposes, in accordance with these Terms of Use and any notice, policy or condition posted on the Applications.

13. AGE RESTRICTIONS

Users Must be Over the Age of 16. You represent and confirm that you are over the age of 16. We do not target, market, or promote the Applications to those under 16. We do not permit any user under the age of 16 to use the Applications. For users that have not reached the age of majority, use of the Application to connect to counseling services or report to the police will result in mandatory reporting by the community partner or the police to investigate.

14. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms of Use and any access to or use of the Applications shall be governed by, and construed in accordance with, the laws in force in the Province of Ontario. If any claim, dispute or controversy occurs between us and you relating to the interpretation or implementation of any of the provisions of these Terms of Use, such dispute shall be resolved by private, confidential and binding arbitration. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement of the parties or, in the absence of an agreement, such arbitrator shall be appointed by a judge upon the application of either the you or us. Arbitration shall be held in the Province of Ontario, unless otherwise agreed by the parties. The arbitration procedure to be followed shall be agreed by the parties or, in absence of an agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991, SO 1991, c 17. Subject to any right of appeal, the decision arrived at by the arbitrator shall be final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

15. WAIVER OF CLASS ACTION

By using the Applications, you agree to resolve any claim or dispute arising between you and us on an individual basis, rather than addressing such claim or dispute as part of a group or class. You hereby waive any right you may have to commence or participate in any class action lawsuit commenced against us or our affiliates related to any claim, dispute or controversy arising from your use of the Applications. Where applicable, you hereby agree to opt out of any class proceeding against us otherwise commenced.

The above waiver shall not apply to claims or disputes arising under consumer protection legislation or any other claim or dispute where a waiver of class action lawsuits is unenforceable at law.

16. GENERAL TERMS

AMENDING THESE TERMS OF USE

These Terms of Use may be updated and amended from time to time. We reserve the right to change these Terms of Use at any time, and any amended Terms of Use are effective upon posting to the Applications. We will make efforts to communicate any changes to these Terms of Use we deem material, in our sole discretion, via email or notifications on the Applications. Your continued use of the Applications will be deemed to be immediate and unconditional acceptance of any amended Terms of Use, whether or not we deemed the amendments to be material.

ASSIGNMENT

We may assign or delegate these Terms of Use, in whole or in part, to any person or entity at any time with or without your consent and without prior notice to you. You may not assign or delegate any rights or obligations under these Terms of Use, without our prior written consent, and any unauthorized assignment and delegation is void.

NO WAIVER

No waiver of a provision, right or remedy of these Terms of Use shall operate as a waiver of any other provision, right or remedy or the same provision, right or remedy on a future occasion.

NO AGENCY

The parties to these Terms of Use are independent contractors and are not partners or agents. We have no fiduciary obligations or professional obligations whatsoever to you arising from these Terms of Use or your use of the Applications.

SEVERABILITY

In the event that any provision or part of these Terms of Use is found to be void or invalid by a court of law, the remaining provisions, or parts thereof, shall be and remain in full force and effect.

ENTIRE AGREEMENT

These Terms of Use, in conjunction with all policies and guidelines available on the Applications (including but not limited to any Privacy Policy), incorporated by reference, constitute the entire agreement between you and us and supersede all prior communications, agreements and understandings, written or oral, with respect to the subject matter of these Terms of Use.

17. QUESTIONS ON THESE TERMS OF USE

We welcome you to contact us with any questions on these Terms of Use. You can send your questions regarding these Terms of Use to the following email address: info@vestasit.com

18. ADDITIONAL TERMS

The following additional terms and conditions apply to the use of the Applications:

Our Applications provide general information that is intended, but not guaranteed, to be correct and up to date. The information is not presented as a source of legal or medical advice. You should not rely on statements or representations made within the Applications or by any externally referenced Internet sites. If you need legal or medical advice upon which you intend to rely in the course of your affairs, consult a competent, independent professional. We do not assume any responsibility for actions or non-actions taken by people who have visited this site, and no one shall be entitled to a claim for detrimental reliance on any information provided or expressed.

19. CONFIRMATION OF AGREEMENT TO TERMS OF USE

BY PROCEEDING TO USE THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF USE AND ANY POLICIES AND NOTICES POSTED ON THE APPLICATIONS.