Supercluster Membership Terms and Conditions
Last modified: December 15, 2018
1.0 Introduction to NGen
Next Generation Manufacturing Canada (“NGen” or "the Supercluster" or “we” or “us” or “our” or other similar pronouns) is a registered Canadian not-for-profit organization that seeks to make Canada a global leader in advanced manufacturing.
Membership in the Supercluster is free and is available to individuals and organizations engaged in all facets of advanced manufacturing. NGen leverages data from members to drive greater collaboration in Canadian advanced manufacturing among companies, researchers, investors and others.
NGen also administers the Canadian government’s Advanced Manufacturing Supercluster, an industry-led initiative to increase technology development and adoption in Canadian advanced manufacturing.
Only Supercluster Members are eligible to participate in NGen Supercluster projects. “Organization” members can lead or join Supercluster projects. “Individual” members can join Supercluster projects.
In addition to being eligible to participate in Supercluster projects, all Supercluster Members are entitled to:
- access services that may be developed and provided through NGen’s members-only portal; and
- participate in events, workshops, technology visits and other NGen-led or sponsored activities.
Membership in the Supercluster does not necessarily ensure that:
- member-proposed projects will be eligible for Supercluster funding;
- members will gain access to intellectual property; or
- any member will be able to lead or participate in a project.
Your access to and use of the Services is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who wish to access or use the Services. If you are accessing and/or using the Services on behalf of another individual, or as a consultant or agent of a third party, you represent and warrant that you have the authority to act on behalf of and bind such individual or third party principal to these Terms. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE.
Note that these terms and conditions may change from time to time, so please check back periodically to ensure that you are aware of any changes. Your continued use will signify your acceptance of these changes.
3.1 These terms and conditions apply to the website they are posted on as well as any linked websites or materials that are under our control.
4.0 License Granted
4.1 Except as otherwise expressly stated, NGen or its affiliates own all intellectual property rights to the material on our website, and reserve all intellectual property rights thereto. NGen or its licensors own all rights, title and interest (inclusive of all intellectual property rights) in and to the Services and any and all software, content, methodologies, technology, designs, graphics, illustrations, logos and marks used by us to provide the Service or in connection therewith (“NGen IP”). You do not have any rights to, and may not, rent, lease, lend, sell, copy, transfer, reproduce, distribute, redistribute, sublicense, display, adapt or modify the Services or any NGen IP. All rights not expressly granted to you are retained by NGen.
5.0 Compliance and Restrictions on Use
5.1 To the extent you choose to access our Services, you do so at your own risk. You may use the Service for lawful purposes only and only in accordance with these Terms. You are solely responsible for complying with any and all laws, rules, regulations and other obligations that may apply to your use of the Service, including any and all applicable data protection and privacy laws. Without limiting the foregoing you agree not to use the Services as follows:
- for pornographic, indecent, obscene, defamatory or other unlawful purposes;
- to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by the NGen in its discretion, may harm the NGen or users of the Services or expose them to liability;
- to use the Services to send harassing and/or threatening messages to others or to abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other person; or
- to discriminate against or harass anyone on the basis of race, national origin, religion, gender, sexual orientation, disability, medical condition, marital status, age or gender identity, or otherwise engage in abusive or disruptive behavior.
5.2 You agree not to misuse the Services. Your use of the Service is subject to these Terms, including the following restrictions and limitations. You may view, download for caching purposes, and print pages from our website, but you agree that you shall not, without our express written consent:
- republish, reproduce or store any portion of our website or the Services in any form for any purpose;
- copy, sell, resell, or otherwise exploit any portion of our website or Services for a commercial purpose;
- use the Services or any portion thereof for any purposes related to marketing, or in order to build, enhance, promote, or otherwise sell a competing offering;
- interfere with or disrupt any user, host, or network forming any part of the Service;
- knowingly submit false or misleading information through or in connection with our Services;
- use the Services or any portion thereof in any way that causes, or may cause, damage to the Services or impairment to the availability or accessibility of the Services; or
- use the Services or any portion thereof in any way which is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
5.3 Any attempt to do any of the foregoing is a violation of our rights. If you breach this restriction, you may be subject to prosecution and damages and we may, at our sole discretion, bar you from accessing the Services.
5.4 You acknowledge that NGen has no obligation to monitor access to or use of the Services, but it has the right to do so if it chooses in order to secure and improve the Services, for fraud prevention, risk assessment, investigation, customer support and to ensure compliance with these Terms, or as it otherwise sees fit. NGen reserves the right to revoke your license and otherwise terminate your right to use the Services at any time in its sole discretion, for any or no reason, including, if in NGen’s opinion you have failed to comply with any provision of these Terms or for any illegal or criminal behavior.
6.0 Privacy and Use of Data
6.2 You agree that you are responsible for any and all information you provide or input or post via the Services and you acknowledge and agree that if you provide personal information for yourself or any third party you are authorized to do so and accept full responsibility in relation thereto, including without limitation with respect to the accuracy of such information.
6.3 If you, for any reason, collect, store or process personal information when using the Services, you must comply with all applicable privacy and data protection laws, taking into account the nature of the information to be processed. You agree and warrant that you are solely responsible when using the Services for complying with applicable data protection, security and privacy laws and regulations (including, where applicable the EU General Data Protection Regulation (“GDPR”) and Mexico’s Federal Law for Protection of Personal Data in Possession of Private Individuals (Ley Federal de Protección de Datos Personales en Posesión de Particulares) (the “Data Protection Law”) and its Regulations, including any consent and notice requirements).
6.4 You acknowledge and agree that if you act on behalf of an entity or organization established in the EU or which does business in the EU, then we provide you with a platform only and in relation to your use of the Services and any collection, use or disclosure of information by you related thereto, you, and not NGen, are a data Controller, as such term is defined in the GDPR and you are solely responsible to comply with any and all obligations related thereto. This includes without limitation the collection and processing by you of any personal data, when you use the Services or Services provided by third parties in conjunction with your use of the Services to collect personal information from individuals or other parties, send marketing and other electronic communications to individuals and when using cookies and similar technologies in conjunction with the Services.
6.5 You represent and warrant to NGen: (i) that in respect of your use of the Services, you acknowledge and agree that you are solely responsible for any and all compliance with the GDPR and all applicable privacy laws; (ii) that in respect of your use of the Services, you, and not NGen, are a Controller (as such term is defined in the GDPR) for the information you collect and use for the purposes of your business and/or related to your use of the Services; and (iii) that you have conducted, and will at all times conduct, your business and your use of the Services, in compliance with all applicable privacy laws, including but not limited to the GDPR.
6.6 You shall defend, indemnify and hold harmless NGen and its affiliates, officers, employees, agents, successors and assigns (a “NGen Party”), from and against any and all fines, suits, actions, proceedings, claims, demands, debts, obligations, settlements, losses, damages, liabilities, costs and expenses (including reasonable legal and professional fees and costs) arising from or in any way connected to: (i) any breach of this Section 4, including but not limited to any failure to comply with the GDPR or other applicable privacy laws; and (ii) any claim against NGen or a NGen Party by any third party to the extent caused by, relating to or arising in connection with any act or omission of or by you or a party related to you in the performance of this Section 4, and/or compliance with the GDPR or other applicable privacy laws.
7.1 The license is effective until terminated by you or us. NGen may, at its sole discretion, terminate or suspend your license and bar access to the Services immediately, without prior notice or liability, for 1) a breach of these Terms, NGen’s policies, applicable laws or regulations, or third party rights; 2) if NGen believes in good faith that such action is reasonably necessary to protect the personal safety or property of NGen or third parties, or for fraud prevention, risk assessment or security purposes. Upon termination of the license, you shall cease all use of the Services and destroy all copies, full or partial, of any NGen IP.
8.0 General Disclaimer
8.1 The Services are provided on an “AS IS” and “AS AVAILABLE” basis, without any warranty of any kind, express or implied. Without limiting the foregoing, NGen explicitly disclaims any warranties of merchantability, satisfactory quality, fitness for a particular purpose, quiet enjoyment, non-infringement, and any warranties arising out of course of dealing or usage or trade, to the fullest extent permitted by applicable law.
8.2 NGen does not warrant that a) the Services will function uninterrupted, secure, or available at any particular time or location; b) any errors or defects will be corrected; c) the Services are free of viruses or other harmful components; or d) the results of using the Services will meet your requirements.
9.0 Limitations of Liability
9.1 The information on our website is provided free-of-charge, and you acknowledge that it would be unreasonable to hold us liable with respect to the website and the information contained within.
9.2 Our liability and that of our affiliates is limited and excluded to the maximum extent permitted under applicable law.
9.3 YOU ACKNOWLEDGE AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHER NGEN NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, NOR ANY OTHER PARTY INVOLVED, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, SERVICE INTERRUPTION, MOBILE DEVICE DAMAGE, SYSTEM FAILURE OR OTHER INTANGIBLE LOSSES, OR FOR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES OR FOR DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (I) THESE TERMS; (II) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (III) ANY CONDUCT OR CONTENT OF ANY THIRD-PARTY ON THE WEBSITE; OR (IV) ANY CONTENT OBTAINED FROM THE SERVICES, IN ALL CASES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT NGEN HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9.4 NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY IN THESE TERMS, THE LIABILITY OF NGEN, ITS DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, AFFILIATES, AND ANY OTHER PARTY INVOLVED SHALL NOT EXCEED, IN THE AGGREGATE, FOR ANY AND ALL CLAIMS IN CONNECTION WITH THESE TERMS, ONE HUNDRED DOLLARS ($100).
9.5 You release NGen from any and all liability, damages or loss, whether economic or non-economic, of any type or character, arising out of or in connection with the Services, whether based on warranty, contract or tort (including negligence), product liability or any other legal theory, to the maximum extent permitted by law.
10.1 You agree to release, defend, indemnify and hold harmless NGen, its affiliates and its licensees and licensors, and their respective employees, contractors, agents, officers, directors, and suppliers, to the greatest extent allowed by law, from and against any and all claims, damages, obligations, losses, liabilities, judgements, awards, costs and expenses (including but not limited to reasonable legal fees), resulting from or arising out of (a) improper use of and access to the Services, by you or any person using your account; (b) a breach of these Terms and/or NGen policies; (c) any claim or allegation that your use of the Services infringes the intellectual property or other proprietary rights of NGen or any third party; or (d) your breach of any laws, regulations or third party rights.
11.0 User Content
11.1 With respect to any material or information that you submit on our website, except as otherwise provided by applicable law, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, royalty-free license to use and reproduce such information.
12.0 Governing Law
12.1 These Terms will be governed and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions.
13.0 No Partnership
13.1 You agree and acknowledge that your relationship with NGen is limited to being a user of the Services and an independent third-party contractor and that no joint venture, partnership, employment or agency relationship exists between you and NGen as a result of these Terms or your use of the Services. You act exclusively on your own behalf and for your own benefit and not on behalf of or for the benefit of NGen.
14.0 No Assignment
14.1 You may not assign, transfer or delegate these Terms and your rights and obligations hereunder without NGen’s written consent. NGen may without restriction assign, transfer or delegate these Terms and any rights and obligations hereunder at its sole discretion by providing you with notice of the assignment.
15.1 Unless specified otherwise, any notices or communications to registered users required under these Terms will be in writing and sent via e-mail.
The full name of NGen is Next Generation Manufacturing Canada and our address is McMaster Innovation Park - #301 - 175 Longwood Road S., Hamilton, ON, L8P 0A1.
If you have any questions, please email us at email@example.com.