License Agreement

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

PLEASE READ THIS LICENSE AGREEMENT & TERMS OF USE CAREFULLY. THEY CREATE A BINDING LEGAL AGREEMENT THAT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS AS WELL AS EXCLUSIONS AND LIMITATIONS ON OUR LIABILITY.

All use of the Dietitians of Canada PEN: Practice-based Evidence in Nutrition^® web pages and system made available on a hosted service basis (collectively the “PEN System” or the “Services”) is subject to the terms of the applicable order form (the “Order Form”) and the terms and conditions set forth below (together with the Order Form, collectively, the “License Agreement & Terms of Use”).

By completing the registration process, clicking the License Agreement & Terms of Use acceptance “button”, and using the PEN System, you agree to abide by the following terms and conditions. Completing the registration process is a required condition for accessing our services.

If you are entering into this License Agreement & Terms of Use on behalf of an institution, organization, corporation or other legal entity, you represent that you have the authority to bind such institution, organization, company or other legal entity to the terms and conditions of this License Agreement & Terms of Use. If you do not have such authority, or if you do not agree to all the terms and conditions in this License Agreement & Terms of Use, you may not use the services.

Definitions

1. “Client” means an individual or health intermediary for whom you are providing treatment, advice or consultative services. Irrespective of practice setting, a client may also be a population, employee, vendor/business, employer, agency or facility who is the recipient of your services.
2. “Individual License” means that an individual, institution, organization, corporation or other legal entity has ordered the Services from Dietitians of Canada by executing an Order Form for use by one named User.
3. “Licensed Network” means a computer or set of computers via a range(s) of internet protocol (IP) addresses that is owned or managed by an organization, institution or other legal entity pursuant to a Site License.
4. “Licensed Organization” means any institution, organization, corporation or other legal entity that is the party to an Individual License or a Site License.
5. “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 partner, Dietitians Australia (also known as “Dietitians of Canada-Designated Providers”), or third-party providers approved by Dietitians of Canada.
6. “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, such as additional notes provided by the PEN User on Client handouts.
7. “Site License” means that a Licensed Organization has ordered Services from Dietitians of Canada by executing an Order Form that specifies that the Licensed Organization has been granted the right to extend access to the Services to multiple Users through a Licensed Network.
8. “User” means: (i) for an Individual License, the one individual authorized pursuant to the Individual License to use the Services; and (ii) for a Site License, each individual authorized by the Licensed Organization to access the Services on the Licensed Network.
9. “You”, “you”, “Your”, “your”, means the individual or Licensed Organization that has executed an Order Form with the Dietitians of Canada for the Services.

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

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. You and the User(s) agree 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 & Terms of Use. The PEN System may also contain or link to information which is copyrighted by others; multiple copies of these documents may not be reproduced without the prior written permission of the copyright holder.

If you are entering into an Individual License, you represent that you are 18 years old or older. Except for Site Licenses, the PEN System shall not be accessed by a User on multiple devices concurrently. In the event that you attempt to access the PEN System on multiple devices at the same time, you may be locked out of the PEN System and required to log in again after a period of time and after reviewing the terms of this License Agreement & Terms of Use. 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 instances will be logged out. The User of the PEN System will need to review the relevant section of the License Agreement & Terms of Use 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 instances will be logged out. The User’s PEN System account will be suspended for one hour. The User will once again need to review the relevant section of the License Agreement & Terms of Use 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 instances will be logged out. The User’s PEN System account will be suspended for 24 hours and the User will once again need to review the relevant section of the License Agreement & Terms of Use 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 instances will be logged out. The User’s account will be disabled and the User 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.

Dietitians of Canada hereby grants you a personal, revocable, restricted, non-exclusive, non-sublicensable, non-transferable license to access the PEN System and to access and use the resources available through the PEN System. This license is conditional on your and the Users’ ongoing compliance with the terms and conditions of this License Agreement & Terms of Use. We may terminate this License Agreement & Terms of Use at any time if we have reasonable grounds to believe that you or any User(s) are in violation of any agreement with us.

Users may access the PEN System using a designated Username and Password. Users may not share your username or password with anyone. You agree to comply with any restrictions set out in an Order Form, including in respect of the number of permitted Users.

For Site License Administrators and Users If your access is provided pursuant to a Site License, Dietitians of Canada licenses you to use the resources available through the PEN System on a revocable, restricted, non-exclusive, non-sublicenseable and non-transferable basis. The foregoing license is conditional upon both the User’s compliance with the License Agreement & Terms of Use and the Licensed Organization’s compliance with its agreement with Dietitians of Canada. We may terminate this license at any time if we have reasonable grounds to believe that a User or the Licensed Organization, if applicable, is in violation of any agreement with us. Licensed Organizations are responsible for their Users.

You may display, download or print materials from the PEN System for your personal, non-commercial use with Clients, for research or for 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 available for Individual License Users, which permits the 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. PEN and Dietitians of Canada are trademarks of Dietitians of Canada and cannot be used without the written permission of Dietitians of Canada.

You may not modify any PEN-Owned Content without our written express consent. If you do modify any PEN-Owned Content, then you hereby 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, 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 (i.e., “cloud-based” storage), including User 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 and each User grant to Dietitians of Canada a perpetual, non-exclusive, worldwide, royalty-free right and license (the “User License”) to use all Other Content material entered into the PEN System by Users 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.

You and each User who adds material to PEN Client handouts are solely responsible for the content of that material. Users agree that they shall not include any personal information in any Other Content. 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 on social media platforms, 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, not permitted by this License Agreement & Terms of Use, or otherwise inappropriate.

Your Conduct

You and each User must not use the PEN System in any way that causes or is likely to cause the PEN System or access to it to be interrupted, damaged or impaired in any way. You and each User understand that you are solely responsible for all electronic communications and contents sent from your computer to us. You and each User must use the PEN System for lawful purposes only and you agree to comply with all applicable laws. You and each User must not use the PEN System 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 or
  • 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 the PEN System that is promotional in nature, including solicitations for funds or business.

Indemnity

You and each User agrees to defend (at Dietitians of Canada’s option), indemnify and save harmless Dietitians of Canada and Dietitians of Canada-Designated Providers, their directors, officers, employees, members, contractors, service providers, agents and affiliates, from and against all claims, proceedings, damages, liabilities, obligations, costs, charges and expenses, including all legal fees (collectively, “Claims”), which Dietitians of Canada, its directors, officers, employees, members, contractors, service providers, agents or affiliates or Dietitians of Canada-Designated Providers may incur arising from or related to:

• violation of this License Agreement & Terms of Use;
• use of the PEN System, including any content therein;
• the provision of services to Clients based on information obtained from the PEN System; 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”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. DIETITIANS OF CANADA AND DIETITIANS OF CANADA-DESIGNATED PROVIDERS DO NOT MAKE, AND HEREBY DISCLAIM, 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 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 YOU OR ANY 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 YOU OR ANY 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: (A) ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST TIME, LOST MONEY, LOST PROFITS OR GOOD WILL, OR (B) IN THE AGGREGATE, ANY DAMAGES GREATER THAN THE TOTAL AMOUNT PAID BY YOU OR THE USER TO DIETITIANS OF CANADA FOR ACCESS TO OR USE OF THE PRODUCT DURING THE PRECEDING THREE (3) MONTH PERIOD; WITH RESPECT TO SUBPARAGRAPHS (A) AND (B), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN WITH RESPECT TO ANY USE OF THE PEN SYSTEM OR OTHERWISE.

Registration

As part of the registration process for Individual Licenses, and as the site administrator of a Site License, 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 any user name and password through the Contact Us link on the PEN website at http://www.pennutrition.com/contact.aspx. 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

Access to the portion of the PEN System that requires an individual login or access to the Licensed Network will only be available for the subscription period specified on the applicable Order Form.

Dietitians of Canada reserves the right to change the terms of this License Agreement & Terms of Use by providing notice on the PEN System. Continued use of the PEN System following the posting of any changes to this License Agreement & Terms of Use shall be conclusively deemed acceptance of those changes by You and the User(s).

Dietitians of Canada may discontinue or change the content of the PEN System, or its availability, at any time. If you or any User refuse or fail to abide by this License Agreement & Terms of Use, Dietitians of Canada reserves the right in its sole discretion to suspend or terminate access to the PEN System immediately without notice, in addition to any other available remedies.

Fees and Payments

All required fees and applicable taxes for the PEN System must be fully paid before you will be provided access to the PEN System. If you have been provided access through a Licensed Network by a Licensed Organization, the Licensed Organization is responsible to pay all required fees and applicable taxes. For Individual Licenses entered into by Licensed Organizations, the Licensed Organization is responsible to pay all required fees and applicable taxes. Otherwise, you are responsible to pay all 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 Sign Up page at https://www.pennutrition.com/signup.aspx. Dietitians of Canada may change subscription rates at any time. In that case, you will be notified of the new rates (if any) in Dietitians of Canada's renewal notice that you will receive prior to the end of any subscription term specified in an Order Form.

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 System. 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 you, the Users 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 License Agreement & Terms of Use and any rights or obligations may not be assigned to anyone, and you and each User shall not permit any third party to use the access to the PEN System granted to you pursuant to this License Agreement & Terms of Use. 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 in force in the Province of Ontario, Canada, shall govern this Agreement. The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts located in the Province of Ontario for any legal proceedings arising out of this Agreement or the performance of the obligations hereunder. The provisions of this Agreement in respect of the ownership and our use of Other Content, Indemnity, No Warranties/Limitations of Liability, Copyright and General shall survive the termination of this Agreement.

General

If you have any questions about the license you have purchased, please see the Contact Us link on the PEN website (http://www.pennutrition.com/contact.aspx).