IGUIDE OPERATOR NETWORK (ION)

TERMS & CONDITIONS

The iGuide Operator Network (“ION”) is a free program managed by Planitar Inc. (“Planitar”) for the benefit of owners of the Planitar Indoor Mapping System (“iGuide Operators”).  Membership in ION provides members with access to a community of professional iGuide Operators and to certain benefits granted by Planitar from time to time, which are described in more detail below.

1.    Acceptance of these Terms and Conditions

BY CLICKING THE “I ACCEPT” BUTTON, SUBMITTING AN APPLICATION TO JOIN, ACCESSING ION RESOURCES OR PARTICIPATING IN ANY WAY IN ION, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS AND CONDITIONS (THIS “AGREEMENT”).
IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MUST SELECT THE “I DECLINE” BUTTON AND YOU MUST NOT SUBMIT AN APPLICATION AND MUST NOT ACCESS ION RESOURCES OR PARTICIPATE IN ION IN ANY WAY.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (RATHER THAN IN YOUR PERSONAL CAPACITY), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

2.    Membership Qualifications

To become a member of ION, you must:

(a)    complete and submit the online ION application form on Planitar’s website, or the signature page at the end of this document;
(b)    be the owner of at least one Planitar Indoor Mapping System and provide satisfactory proof of ownership;
(c)    have successfully published at least two iGuides using Planitar’s iGuide Processing and Hosting Services; and
(d)    not be in breach of any terms or conditions of this Agreement or any other agreement(s) you have entered into with Planitar.

Membership in ION is free of charge.

3.    Term

ION Membership commences on the date you receive an e-mail from Planitar confirming your admission to ION and continues until terminated in accordance with this Agreement.

4.    Membership Benefits

Upon becoming an ION member, you will be entitled to the following benefits:

(a)    The right to access the ION online community;
(b)    The right to list your business on Planitar’s online “Find an iGuide Operator” map and receive referrals from Planitar, if and when Planitar receives requests for referrals from prospective customers.  Planitar is under no obligation to actively solicit or generate referrals for ION members;
(c)    The right to make use of certain Planitar trademarks in accordance with section 5 below;
(d)    The right to access and make use of certain promotional materials made available by Planitar from time to time in accordance with section 6 below; and
(e)    The right to access any other benefits Planitar may make available to ION members from time to time in its sole discretion.
Planitar has the right to modify or cancel any of the above noted benefits and to terminate the ION program in its entirety at any time in Planitar’s sole discretion.

5.    Use of Planitar Trademarks

Upon receipt of confirmation that you are an ION member, Planitar grants you a limited, non-exclusive, royalty-free, non-transferable license, without the right to sublicense, for you to use, reproduce, distribute and display the Planitar Marks solely in accordance with any trademark or branding standards or other instructions which Planitar may provide from time to time, and solely in connection with your advertising and performance of services using the Planitar Indoor Mapping System.

“Planitar Marks” means the trademarks, trade names and logos made available by Planitar to ION members online, at such online location as Planitar may designate from time to time.  Planitar may withdraw this grant of licence of any one or more Planitar Marks in its sole discretion from time to time upon notice.

You acknowledge that Planitar is the exclusive owner of all rights in the Planitar Marks and of all goodwill associated with them. You shall not challenge Planitar’s exclusive rights in and to the Planitar Marks. You shall not do anything that might harm the reputation or goodwill of Planitar or any of the Planitar Marks. You shall not take action inconsistent with Planitar’s rights in the Planitar Marks. You shall not adopt, use, or register any corporate name, trade name, trademark, service mark, internet domain name, or other designation confusingly similar to the Planitar Marks or incorporating in any way any of the Planitar Marks.

In the event you become aware of any unauthorized use of the Planitar Marks by a third party, you agree to promptly notify Planitar in writing and cooperate fully, at Planitar’s expense, in any enforcement of Planitar’s rights against such third party.

6.    Use of Planitar Materials

From time to time, Planitar may make available to you and other ION members certain materials, including, without limitation, templates, artwork, advertising copy and other materials bearing the Planitar Marks, and educational materials in one or more written, video or audio formats, regarding the use and operation of the Planitar Indoor Mapping System (collectively, “Planitar Materials”).  Upon receipt of confirmation that you are an ION member, Planitar grants you a limited, non-exclusive, royalty-free, non-transferable license, without the right to sublicense, for you to use, reproduce, display, publicly perform and distribute, as applicable, the Planitar Materials solely to the extent expressly permitted by Planitar in any accompanying instructions or standards.  You agree that, except for the limited rights granted in this paragraph, all right, title, and interest in and to all Planitar Materials, as well as any modifications to or new works created using the Planitar Materials, shall be the exclusive property of Planitar.

7.    ION Online Community

From time to time, Planitar may make available to you, as an ION member, online services through which it possible for you to make postings to or otherwise communicate with other ION members.  You agree that you are responsible for all of your communications or postings and that you will not (i) send inappropriate communications or make inappropriate postings; or (ii) upload, post, e-mail, or otherwise transmit any messages, programs, or other materials (including, but not limited to, Trojan Horses, viruses, worms, and the like) that contain software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or telecommunications equipment or collect or mine information relating to the online services or other users of the online services. You represent and warrant that you are entitled to submit all content that you submit and that the content is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights, including, without limitation, third party copyright. Planitar is not responsible for another person’s misuse or misappropriation of any content you post or otherwise communicate.  You agree that any ideas, suggestions, or any other material you post or otherwise make available to Planitar or to other ION members will be treated as non-confidential and that Planitar may use the information in its business anywhere in the world, without compensating or acknowledging you or any other person. Planitar is not restricted from developing products, services or plans similar to, or competitive with, anything described in submissions from you or other ION members.

8.    Termination by Planitar

Planitar may terminate your ION membership at any time, with or without cause, on thirty (30) days prior written notice to you. Planitar may terminate your ION membership effective immediately and without notice in the event that: (A) you fail to perform any of your obligations under this Agreement and such failure or default remains uncured fifteen (15) days after written notice thereof; (B) Planitar determines at any time that you do not meet the criteria for ION membership as determined by Planitar from time to time in its sole discretion, (C) you commit a crime or engage in an unlawful business practice; (D) Planitar determines that you have given false, inaccurate or incomplete information on your application for ION membership; (E) there is any material change or transfer in the management or control of your business operations; (F) your conduct or proposed conduct exposes or threatens to expose Planitar to any liability or obligation; or (G) Planitar decides, in its sole discretion, to terminate the ION program in its entirety.

9.    Confidentiality

As a member of ION, you agree that any information Planitar discloses to you, whether in oral or written form, that is not generally available to the public, shall be deemed confidential information and that you will not disclose such confidential information to any employees who do not have a specific need to use such information or to any other third party without Planitar’s prior written consent. You acknowledge that the unauthorized disclosure or use of Planitar confidential information will cause irreparable harm to Planitar, and you agree that, upon the written request of Planitar, you will return to Planitar, or permanently destroy, any confidential information you have received in writing or other tangible form from Planitar. In the event of violation of this confidentiality agreement, you agree that Planitar will have the right to seek and obtain injunctive relief in addition to any other rights and remedies Planitar may have.

10.    Conduct of Business

You covenant and agree (a) to conduct business in a manner that reflects favorably at all times on the products, services, goodwill and reputation of Planitar; (b) to conduct business and provide services in full compliance with all applicable laws and regulations; (c) to conduct business and provide services in full compliance with all agreements you may have with Planitar; (d) not to engage in deceptive, misleading or unethical practices; (e) not to make any statements, representations, warranties, or guarantees to customers regarding the Planitar Indoor Mapping System that are inconsistent with the policies established by Planitar; (f) to provide support and services of the highest quality and integrity; and (g) to use best efforts to resolve any complaints or disputes with your clients regarding your services in a fair and timely manner. You agree not to use or display any materials or content on your website in a manner that is, as determined by Planitar in its sole discretion, defamatory, misleading, libelous, obscene or otherwise potentially damaging to the reputation of Planitar, or the goodwill associated with Planitar or the Planitar Marks.

11.    Indemnity

You agree that Planitar shall have no liability to you or any of your clients or customers and that you shall indemnify, defend and hold Planitar harmless from any expenses, damages, costs or losses (including reasonable attorney’s fees) resulting from any suit or proceeding based upon a claim arising (i) by reason of your performance or non-performance under this Agreement; (ii) arising out of your use of the Planitar Marks in any manner whatsoever except in the form expressly licensed under this Agreement; (iii) a breach of any representation, warranty, or obligation made by you contained in the terms of this Agreement, and/or (iv) for any personal injury, product liability, or other claim arising from the promotion and/or provision of your products or services. Planitar reserves the right, at its option, to assume full control of the defense of any claim or proceeding with legal counsel of its choice. If Planitar so undertakes its own defense, any settlement of such claim or proceeding requiring payment from you shall be subject to your prior written approval. You agree to reimburse Planitar upon demand for any expenses reasonably incurred by Planitar in defending such claim, including, without limitation, attorney’s fees and costs, as well as any judgment or settlement of the claim or proceeding.

12.    Warranty Disclaimer and Limitation of Liability

THE ION PROGRAM (INCLUDING, WITHOUT LIMITATION, ALL PROGRAM-RELATED BENEFITS) IS PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLANITAR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ION PROGRAM, ANY BENEFITS OR SERVICES PROVIDED BY PLANITAR TO YOU INCLUDING REGARDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR MERCHANTABILITY, OR THEIR NON-INFRINGEMENT. IN NO EVENT SHALL PLANITAR BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF ANY NATURE, INCLUDING WITHOUT LIMITATION, LOST BUSINESS OR PROFITS ARISING FROM ANY MATTERS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER PLANITAR HAS NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES.

13.    General

(a)    Governing Law. This Agreement will be governed by Ontario law and the federal laws of Canada applicable therein, without regard to its choice of law or conflicts of law principles, and with respect to copyright and trademark matters to Canadian federal laws and international treaties.
(b)    Enurement. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and permitted assigns of the parties hereto.
(c)    Entire Agreement. This Agreement contains the entire agreement between Planitar and you with respect to the subject matter hereof.
(d)    Assignment. You may not assign all or any part of this Agreement without Planitar’s prior written consent. This Agreement is freely assignable by Planitar and will be for the benefit of Planitar’s successors and assigns.
(e)    Severability. In the event that any provision of this Agreement shall be held by court of competent jurisdiction to be invalid or unenforceable, the remaining portions thereof shall remain in full force and effect and construed so as to best effectuate the intention of both you and Planitar.
(f)    Waiver. No waiver of any right or remedy on one occasion by either party will be deemed a waiver of such right or remedy on any other occasion. No waiver of any of the provisions of this Agreement shall be valid unless in writing and signed by Planitar.
(g)    Relationship of Parties. You and Planitar are independent contractors and you agree that you will not represent yourself as an agent or representative of Planitar. Neither party has any express or implied right or authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, employment or agency relationship between you and Planitar.
(h)    Continuing Obligations. All provisions of this Agreement which by their nature should survive termination or expiration shall survive termination or expiration, including, without limitation, ownership provisions, warranty disclaimers, indemnities and limitations of liability.
(i)    Language. It is the express wish of the parties that this agreement 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.

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