futureInnovateTM Online Service Terms and Conditions

For purposes of these "Online Service Terms and Conditions", "Subscriber" refers to the company or organization that has contracted for the use of the futureInnovateTM (FI) platform for one or more Online Services, and "Subscriber User" refers to the individuals and organizations that a Subscriber permits to register for and use those Online Service for purposes of responding to surveys, providing data for proposals or applications, assessing proposals or applications, and similar purposes.

1. Applicability

These Online Service Terms and Conditions are applicable to all Subscribers and Subscriber Users of the Online Services with the exception of provisions relating to "commercial terms", which apply only between the futureInnovate Inc. (FI), its affiliates and the Subscriber.

By using a FI Online Service, Subscribers and Subscribers Users agree to be bound by these Terms and Conditions.

2. License Granted to Subscriber and Subscriber Users

In accordance with the terms agreed between FI and the Subscriber, FI and its affiliates grant the Subscriber and the Subscriber's Users a nonexclusive, nontransferable License to access the designated Online Service(s), including the agreed features and options, for a period as defined by the commercial terms in the case of a regular subscription, or such other time period as may apply.

This License provides access to the designated Online Service(s) on the futureInnovateTM platform only.

3. Subscriber and Subscriber User Data Ownership, Confidentiality and Licensing

All Subscriber and Subscriber User Data input into the FI System by a Subscriber or Subscriber User remains the sole property of the Subscriber and/or the Subscriber User in accordance with the applicable agreement(s) between the Subscriber and the Subscriber Users.

FI and any affiliates will treat all Subscriber and Subscriber User Data as confidential, using the same standard of care that they use for their own confidential information, in accordance with the Confidentiality Policy published on the FI website.

In cases where a Subscriber has permitted Subscriber Users to register for and access the Online Services, the rights of the Subscriber to access Subscriber User data and any related confidentiality policies are defined in the agreement between the Subscriber and the Subscriber Users, and are beyond the scope of this Agreement.

Some FI Online Services make available various aggregate comparisons. In no circumstances will aggregate comparative data be made available about an individual Subscriber or Subscriber User in a manner that discloses confidential data about that individual Subscriber or Subscriber User to third parties. In addition, data will not be displayed in a manner that could be linked to or identified with an individual Subscriber or Subscriber User, except as may be provided for in the agreement between a Subscriber and Subscriber Users.

By accepting this License Agreement, a Subscriber or Subscriber User agrees to license use of Subscriber or Subscriber User Data to FI and its affiliates for aggregate comparison purposes as described above. This license to use Subscriber or Subscriber User Data for display in aggregate comparative form will continue on termination or non-renewal of the Subscription.

4. User responsibilities

In order to protect the confidentiality and integrity of Subscriber and Subscriber User data, all Users have the following responsibilities:

It is the responsibility of each Subscriber and Subscriber User to maintain an archive of its own Subscriber and Subscriber User Data and Reports.

5. Intellectual Property and Restrictions on Use

The Online Service(s) include methodologies, technologies, content, templates, software code, scripts, and reports or other documents that are protected by patents, trademarks and copyright under Canadian, U.S., and international intellectual property law, and are proprietary to FI and other organizations that have licensed specific intellectual property to FI and/or its affiliates.

Unless otherwise specified, online and downloadable reports or other outputs generated by means of the Online Service(s) are protected by Copyright in the name of FI and affiliates. All rights are reserved except as explicitly defined in the agreement between FI and a Subscriber.

By accepting this Agreement, Subscribers and Subscriber Users agree not to:

The title and copyrights to the Online Service(s) and its methodologies, technologies, content, templates, software code, scripts, reports and documents remain with FI and/or affilitates. A grant of License does not give a Subscriber or Subscriber User any intellectual property rights in the Online Service(s) or its methodologies, technologies, content, templates, software code scripts, reports and documents.

On all outputs of the Online Service(s), a Subscriber or Subscriber User shall not remove, delete, obscure or in any way interfere with:

6. Warranties, Limitation of Liability and Disclaimers

FI and its affiliates warrant that they have full power and authority to grant the rights granted herein without the consent of any other person, and further warrant that the Online Service(s) will perform as documented on the websites of FI and its affiliates, and will be free from defects in materials and workmanship under normal use.

FI and its affiliates will, at their sole option, diligently seek to correct any error, defect, deficiency, failure, problem or non-conformance of the Online Service(s).

Except for the above limited warranties, FI and its affiliates make no warranties, express or implied as to merchantability or fitness for any particular purpose and do not warrant that the operation of the Online Service(s) will be uninterrupted and error free.

In no event will FI or any affiliates be liable for any losses or damages of any kind, consequential, incidental or indirect, including loss of profits, lost of savings, or loss of data arising out of the use or the inability to use the Online Service(s), Subscriber Data or Subscriber User Data or documentation, however caused. This limitation will apply even if FI and/or its affiliates have been advised of the possibility of such losses or damages.

FI and its affiliates cannot and will not warrant the performance or results a Subscriber or Subscriber User may obtain through use of the Online Service(s). The Online Service(s) provide proven functionality to the Subscriber and Subscriber User but the specific content inserted into the Online Service(s), and any decisions and actions taken by a Subscriber or Subscriber User are completely beyond the knowledge or control of FI and affiliates. It is the sole responsibility of the persons using the Online Service(s) to ensure that the uses of the Online Service(s) are appropriate, that the information or data inserted into the Online Service(s) is accurate, and that the output of the Online Service(s) is interpreted appropriately.

7. General

If any provision of this Agreement is found to be invalid or unenforceable, all other provisions of this Agreement shall remain fully in force and the parties will be bound by obligations which best approximate the intent of the provision found invalid or unenforceable.

FI and its affiliates reserve the right to amend this Agreement and will provide reasonable notice to Subscribers via email, the FI website, and via login notices.