License Agreement

PEN: Practice-based Evidence in Nutrition^® License Agreement & Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS AS WELL AS EXCLUSIONS AND LIMITATIONS ON OUR LIABILITY.

All use of Dietitians of Canada PEN: Practice-based Evidence in Nutrition^® web pages is subject to the terms and conditions set forth below. By completing the registration process, clicking the License Agreement & Terms of Use acceptance "button", and using the PEN system, you represent that you are 18 years old or older, have read the License Agreement & Terms of Use, and agree to abide by the following terms and conditions. Completing the registration process is a required condition for accessing our services. The terms "you" and "User" are used herein interchangeably to refer to the individual who completed the registration process and who is therefore authorized to access our services. You have either purchased a license to use the PEN system directly from us, purchased a license to use the PEN system through a third-party provider approved by DC, or have been provided access through a specific computer or set of computers at a specific location (“Licensed Machine”) that are owned or managed by a licensed entity or organization (“Licensee Organisation”), and these terms apply to your use only on such Licensed Machines.

Definitions

The PEN system contains two types of content:

"PEN-Owned Content" means information entered into the PEN system by Dietitians of Canada employees, contractors, agents and its licensors, including without limitation, those authorized representatives who are editors or who are otherwise designated by Dietitians of Canada to contribute to the PEN system including our national dietetic association partners, The British Dietetic Association and Dietitians Australia (collectively "Dietitians of Canada-Designated Providers"), or third-party providers approved by DC.
"Other Content" means any other information entered into the PEN system by Users or any person other than Dietitians of Canada or Dietitians of Canada-Designated Providers.

Use of PEN: Practice-based Evidence in Nutrition^®

Only you may access the PEN System using the Username and Password assigned to you. You may not share your username or password with anyone.

A PEN license shall not be accessed on multiple devices concurrently. In the event that your PEN license is accessed on multiple devices at the same time, you may be locked out of the system and required to log in again after a period of time and after reviewing the terms of this License Agreement. Dietitians of Canada will monitor access to the PEN System to ensure appropriate security and can take the following steps to address access on multiple devices concurrently:

The first offence: a warning message will appear on the screens and both users will be logged out. The owner of the PEN license will need to review the relevant section of the PEN License Agreement and accept these terms on both devices prior to logging in again.
The second offence: a warning message will appear on the screens and both users will be logged out. The PEN account will be suspended for one hour. The owner of the PEN license will once again need to review the relevant section of the PEN License Agreement and accept these terms on both devices prior to logging in again.
The third offence: a warning message will appear on the screens and both users will be logged out. The PEN account will be suspended for 24 hours and the owner of the PEN license will once again need to review the relevant section of the PEN License Agreement and accept these terms on both devices prior to logging in again.
The fourth offence: a warning message will appear on the screens and both users will be logged out. The account will be disabled, and the owner of the PEN license will be asked to contact the PEN Team.

If the User feels that any of these messages were received in error, they can contact the PEN Team at: http://www.pennutrition.com/contact.aspx.

All PEN-Owned Content is either the intellectual property of Dietitians of Canada or is licensed to Dietitians of Canada and is protected by copyright and other intellectual property laws. The User agrees to honour all reasonable requests by Dietitians of Canada to protect Dietitians of Canada's and its licensors' proprietary interests in the PEN system and the PEN-Owned Content, and to use all PEN-Owned Content only as authorized in this License Agreement.

Dietitians of Canada hereby grants you a personal, revocable, restricted, non-exclusive, non-transferable license to access PEN resources and to use the resources available through the PEN system. This license is conditional on your compliance with the terms and conditions of this Agreement. If your access is provided by a Licensee Organization, this license is also conditional on the compliance of the Licensee Organisation with its agreement with us. We may terminate this license at any time if we have reasonable grounds to believe that you, or the Licensee Organization, if applicable, are in violation of any agreement with us.

You may display, download or print out materials from the PEN System, for your own personal non-commercial use, research or study only. You may not otherwise copy, translate, reproduce, store in any retrieval system or storage device, distribute, transmit or publish any "PEN-Owned Content" in any form by any means, nor may you rent, lend, sell, or modify any materials from the PEN System or the "PEN-Owned Content". The only exception to this is the use of the email resource sharing tool, which permits emailing of PEN handouts and other third-party resources to your clients. You may not modify, copy or remove any proprietary, copyright or trademark notices shown on PEN-Owned Content, nor create any derivative works based on PEN-Owned Content.

You may not modify any PEN-Owned Content without our express consent in writing. If you do modify any PEN-Owned Content, then you agree to assign to Dietitians of Canada all of your worldwide rights, title and interest in and to the modifications and waive in favour of Dietitians of Canada and Dietitians of Canada-Designated Providers all of your moral rights in respect of those modifications. You will, at Dietitians of Canada's request and expense, execute any assignments, applications, registrations and additional other documents as Dietitians of Canada may reasonably request to give effect to this paragraph.

Due to the national and international character and scope of the PEN System, for reasons of economic and technical efficiency, and to minimize the possibility of damage or destruction due to local disasters such as fire, Dietitians of Canada may, from time to time, contract with reputable third parties to arrange for the off-site storage of the electronic data of the Association (i.e., “cloud-based” storage), including subscriber information collected, used and retained for purposes of account management and internal administration purposes. Such storage may occur using services provided by third parties (and servers) located both inside and outside of Canada, including service providers (and servers) located in the United States and therefore subject to the laws and requirements of that jurisdiction in addition to any Canadian laws and requirements that may apply.

You grant to Dietitians of Canada a perpetual, non-exclusive, worldwide, royalty-free right and license (the "User License") to use all material entered into the PEN System by you in any of Dietitians of Canada's print or electronic publications, and to grant sublicenses to Dietitians of Canada-Designated Providers and other users of the PEN System to use all such material in connection with their use of and contributions to the PEN System. For the purposes of this paragraph, "use" means to access, use, reproduce, publish, transmit, access, store, display, copy and modify.

Users entering material into the PEN System are solely responsible for the content of that material. Neither Dietitians of Canada nor Dietitians of Canada-Designated Providers assume any responsibility or liability for any material or Other Content, including the content of any messages or information posted by Users or others, or for the content of information accessible via direct or indirect hyperlinks from the PEN System. However, Dietitians of Canada retains the right, which it may or may not exercise in its sole discretion, to review, edit, or delete Other Content that Dietitians of Canada deems to be illegal, offensive, or otherwise inappropriate.

Your Conduct

You must not use the website in any way that causes or is likely to cause the website or access to it to be interrupted, damaged or impaired in any way. You understand that you are solely responsible for all electronic communications and contents sent from your computer to us. You must use the website for lawful purposes only. You must not use the website for any of the following:

fraudulent purposes in connection with a criminal offence or otherwise unlawful activity
to send, use or re-use any material that is:
- illegal, offensive, abusive, indecent, defamatory, obscene or menacing
- in breach of copyright, trademark, confidence, privacy or any other right
- injurious to third parties
- objectionable to Dietitians of Canada or
- which consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any spam
to cause annoyance, inconvenience or needless anxiety or to disrupt the business of Dietitians of Canada in any way or
to distribute any material through PEN that is promotional in nature, including solicitations for funds or business.

Indemnity

You agree to defend, indemnify and save harmless Dietitians of Canada and Dietitians of Canada-Designated Providers, their directors, officers, employees, agents and affiliates, from and against all claims, proceedings, damages, liabilities, obligations, costs, charges and expenses, including all attorneys' legal fees ("Claim"), which Dietitians of Canada, its affiliates, employees and Dietitians of Canada-Designated Providers may incur arising from or related to:

your violation of this Agreement or
any material or Other Content entered into the PEN System with the use of your username and password.

No Warranties/Limitations on Liability

THE PEN SYSTEM AND ALL MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN "AS IS" AND "WITH ALL FAULTS" BASIS. NEITHER DIETITIANS OF CANADA NOR DIETITIANS OF CANADA-DESIGNATED PROVIDERS MAKE ANY GUARANTEES, REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AS TO THE ACCURACY, COMPLETENESS, CURRENTNESS, OR RESULTS TO BE OBTAINED FROM ACCESSING AND USING THE PEN SYSTEM, NOR ANY MATERIAL THAT CAN BE ACCESSED (VIA A DIRECT OR INDIRECT HYPERLINK OR OTHERWISE) THROUGH THE PEN SYSTEM.

DIETETICS IS AN EVER-CHANGING SCIENCE. AS NEW RESEARCH AND CLINICAL EXPERIENCE BROADEN OUR KNOWLEDGE, CHANGES IN DIETETIC PRACTICE ARE REQUIRED. DIETITIANS OF CANADA AND DIETITIANS OF CANADA-DESIGNATED PROVIDERS HAVE CHECKED WITH SOURCES BELIEVED TO BE RELIABLE IN THEIR EFFORTS TO PROVIDE INFORMATION THAT IS COMPLETE AND GENERALLY IN ACCORD WITH THE STANDARDS ACCEPTED AT THE TIME OF PUBLICATION. HOWEVER, IN VIEW OF THE POSSIBILITY OF HUMAN ERROR OR NEW SCIENCE OR NEW EVIDENCE, NEITHER DIETITIANS OF CANADA NOR DIETITIANS OF CANADA-DESIGNATED PROVIDERS WARRANT THAT THE INFORMATION CONTAINED IN THE PEN SYSTEM IS IN EVERY RESPECT ACCURATE OR COMPLETE, AND THEY ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR THE RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION. USERS ARE ENCOURAGED TO CONFIRM THE INFORMATION CONTAINED IN THE PEN SYSTEM WITH OTHER SOURCES.

NEITHER DIETITIANS OF CANADA NOR DIETITIANS OF CANADA-DESIGNATED PROVIDERS SHALL BE LIABLE TO THE USER OR TO ANYONE ELSE FOR ANY INACCURACY, DELAY, INTERRUPTION IN SERVICE, ERROR OR OMISSION, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES RESULTING THEREFROM. NEITHER DIETITIANS OF CANADA NOR DIETITIANS OF CANADA-DESIGNATED PROVIDERS SHALL BE LIABLE TO THE USER OR TO ANYONE ELSE FOR INJURY OR DAMAGES INCURRED BY REASON OF OTHER GOODS OR SERVICES OFFERED BY A THIRD-PARTY LINKED THROUGH THE PEN SYSTEM.

IN NO EVENT WILL DIETITIANS OF CANADA OR DIETITIANS OF CANADA-DESIGNATED PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST TIME, LOST MONEY, LOST PROFITS 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 THE PEN SYSTEM. THE USER AGREES THAT ALL DEMANDS FOR DAMAGES OF WHATEVER KIND ASSESSED AGAINST DIETITIANS OF CANADA OR ANY OF ITS THIRD PARTY LICENSORS, INCLUDING, WITHOUT LIMITATION, DIETITIANS OF CANADA-DESIGNATED PROVIDERS, ARISING OUT OF, OR RELATING TO USE OF A PRODUCT FROM THE PEN SYSTEM SHALL NOT EXCEED THE TOTAL AMOUNT THE USER PAID TO DIETITIANS OF CANADA FOR ACCESS TO OR USE OF THE PRODUCT DURING THE PREVIOUS TWELVE (12) MONTHS.

Registration

As part of the registration process, you must select a username and password. You will keep your username and password confidential. You are responsible to promptly notify Dietitians of Canada of any disclosure or unauthorized use of your user name and password by calling (416) 596-0857 or by fax (416) 596-0603 or through our website at http://www.pennutrition.com/contact.aspx. You are also responsible for any and all activity that occurs under your account as a result of you failing to keep this information secure and confidential. You will be assigned a new username and password. You may be liable for any damages that occur prior to such notification. You will notify Dietitians of Canada within thirty (30) days of any other changes in your registration data.

Term and Termination

Users will be able to access the public portion of the PEN website at any time. For each product purchased at the PEN website, purchasers have a license for the time specified on the product order form.

Dietitians of Canada reserves the right to change the terms of this Agreement by providing notice on the PEN website. Continued use of the PEN system following the posting of any changes to these terms and conditions shall be conclusively deemed acceptance of those changes by the User.

Dietitians of Canada may discontinue or change the content of the PEN System, or its availability to you, at any time. If you refuse or fail to abide by these rules or violate any other terms or conditions of this Agreement, Dietitians of Canada reserves the right in its sole discretion to suspend or terminate your access to the PEN System immediately without notice, in addition to any other available remedies.

Fees and Payments

Any required fees for the PEN System must be fully paid to continue access to the product. If you have been provided access through a Licensed Machine by a Licensee Organisation, the Licensee Organisation is responsible to pay any required fees. Otherwise, you are responsible to pay any required fees incurred in connection with your username and password, including applicable taxes and communications or access charges, at the rates in effect when the charges were incurred.

For a list of current fees please see the subscription area on the PEN website. Dietitians of Canada may, in the normal course of business, change the subscription rates and/or the number of times the PEN System can be accessed for the stated rates. In that case, you will be notified of the new rates (if any) and any new terms in a notice from Dietitians of Canada. Continued use of the PEN system following the posting of any changes shall be conclusively deemed acceptance of those changes by you.

Regardless of whether you or someone else pays the fees for the PEN System, you remain personally responsible for adhering to these terms.

Copyright

Dietitians of Canada is the owner or authorized licensee of all trademarks and copyrighted material on the PEN website. Our organization is committed to protecting its intellectual property rights by enforcing them against unauthorized use.

Privacy and Security Policy

We value and respect the privacy of our members, customers and subscribers, as well as the security of your personal data. Please see our privacy policy at http://www.pennutrition.com/privacypolicy.aspx.

General

This Agreement constitutes the entire agreement between the User and Dietitians of Canada relating to the PEN System and supersedes any and all other agreements, oral or in writing, with respect to the PEN system. The failure of Dietitians of Canada to insist upon strict compliance with any term of this Agreement shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. This Agreement is personal to you, and you may not assign your rights or obligations to anyone. If any provision in this Agreement is invalid or unenforceable under applicable laws, the remaining provisions will continue in full force and effect. The laws of Ontario, Canada, shall govern this Agreement. The provisions of this Agreement in respect of the ownership and our use of Other Content shall survive the termination of this Agreement.

January 2020
Dietitians of Canada