The User Agreement between User and MacEwan University is subject to the following Terms and Conditions. MacEwan University reserves the right to update these Terms and Conditions at any time upon notice to User. MacEwan University will provide notice of such changes within 30 days using the contact information provided in the User Agreement.
As part of the User Agreement, MacEwan University may provide access to office space, workstations, internet access, office equipment, meeting room space, knowledge resources, and other services, as are more specifically set out in Schedule “A” attached hereto (the "Services”) applicable to the “User Level” indicated in the User Agreement. The Services at all times are subject to these Terms and Conditions.
All Services will be provided by MacEwan University at 11110 – 104 Avenue, Edmonton, AB, T5K 1M9 or such other location or locations as designated by MacEwan University from time to time (the “Roundhouse Facilities”). User agrees and acknowledges that the portions of the Roundhouse Facilities in which the Services are to be provided will be as determined and configured by MacEwan University from time to time, in its sole discretion.
User agrees that User will not use the Services for any purpose that is unlawful or prohibited by these Terms and Conditions. User will not use the Services in any manner that could damage, disable, overburden, or impair any MacEwan University server, or interfere with any other party’s use and enjoyment of any Services.
User may not attempt to gain unauthorized access to any Services, accounts, computer systems or networks connected to any MacEwan University server, through hacking, password mining or any other means. User may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services, nor will User post or download files that User knows or should know are illegal or that User has no rights to.
User hereby represents and warrants that User has all requisite legal power and authority to enter into and abide by the terms and conditions of the User Agreement, including these Terms and Conditions, and that no further authorization or approval is necessary. User further represents and warrants that its participation or use of the Services will not conflict with or result in any breach of any license, contract, agreement or other instrument or obligation to which User is a party.
User agrees that when using the Services, User will:
● Comply with all MacEwan University policies and procedures in place from time to time;
● Comply with the Roundhouse Code of Conduct in place from time to time.
The User Agreement will be effective during the Term set out in the User Agreement (the “Term”), provided that MacEwan University have no obligation to provide the Services until the later of (i) receipt by MacEwan University of the Service Retainer and (ii) receipt by MacEwan University of the first month’s User Fee.
For month-to-month User Agreements, unless otherwise agreed between the parties, the User Agreement will continue on a month-to-month basis unless either User or MacEwan University provides the other party with notice on or before the 20th day of the month of its intention not to renew.
For 6 month User Agreements, unless otherwise agreed between the parties, the User Agreement will continue on a 6 month-to-6 month basis unless either User or MacEwan University provides the other party with notice on or before the 20th day of the month of its intention not to renew.
For annual User Agreements, unless otherwise agreed between the parties, the User Agreement will continue on a year-to-year basis unless either User or MacEwan University provides the other party with notice on or before the 20th day of the month of its intention not to renew.
For User Agreements with a fixed term:
(i) The User Agreement may be renewed at the end of the Term with consent of both MacEwan University and User.
(ii) Either party may terminate the User Agreement by giving a written notice of termination on or before the 20th day of the month. Termination shall be in effect as of the end of the calendar month in which such notice was received by the other party. If such notice is not received by the receiving party on or before the date set out above, the User Agreement shall continue to the end of the next following calendar month and the service fees for that calendar month shall be payable.
Notwithstanding the foregoing, MacEwan University may terminate the User Agreement at any time by providing to User with at least 30 days’ written notice.
MacEwan University reserves the right to terminate the User Agreement, or any Service, at any time, immediately and without notice, if User fails to comply with the User Agreement or these Terms and Conditions. This includes failure to make any payment when due and any breach or non-compliance with the Roundhouse Code of Conduct. Upon termination by MacEwan University for breach or non-compliance by User, MacEwan University may, at its discretion (i) retain any amounts paid for unused periods as damages; or (ii) refund any amounts paid for unused periods that remain after deducting any pending charges, on a prorated basis.
Day passes, room rental credits, and printing credits associated with each user level must be used within the month for month-to-month User Agreements, and within the year for annual User Agreements. Day passes, room rental credits, and printing credits will not be carried over to future periods.
Payments Due Upon Signing - Upon submitting a signed and completed User Agreement, User must pay the User Fee for the first month and the Service Retainer, if applicable, each as set out in the User Agreement.
The Service Retainer will be held as security for User’s performance of obligations under the User Agreement and is not intended to be a reserve from which fees may be paid. In the event User owes MacEwan University any amounts, User may not rely on deducting such amounts from the Service Retainer, but must pay them separately. Subject to the complete satisfaction of User’s obligations under the User Agreement, MacEwan University will return the Service Retainer, or any balance after deducting outstanding fees and other costs due to MacEwan University, within thirty (30) days (or earlier if required by applicable law) after the later of (i) the termination or expiration of the User Agreement and (ii) the date on which User provides MacEwan University all account information necessary to make such payment.
During the Term, MacEwan University will process payment for the User Fee and other fees, in advance, monthly on the second business day of the month. The User Fee set forth on in the User Agreement covers the Services for only the individuals indicated in the User Agreement. Additional individuals may be added at the discretion of MacEwan University, upon request of User and will result in additional fees.
MacEwan University will send or otherwise provide invoices and other billing-related documents, information and notices to User each month through the contact information provided in the User Agreement or as may be amended by User upon written notice to MacEwan University from time to time.
If payment for the User Fee or any other amount that may become owing by User to MacEwan University from time to time, is not made by the ninth business day of the month in which such payment is due, a late fee of 20% of the monthly User Fee shall be paid by User.
Payment of all amounts specified in the User Agreement shall be made by electronic funds transfer. Users must complete all forms required by MacEwan University to permit such withdrawal, including a pre-authorized deposit form. User shall inform MacEwan University promptly of any changes to the account.
Except as expressly set out in these Terms and Conditions, there will be no refunds of any fees or other amounts paid by User in connection with the Services.
User authorizes MacEwan University, at all times, to disclose any information about User’s participation in and use of the Services as MacEwan University deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part in MacEwan University’s sole discretion.
User acknowledges and agrees that during User’s participation in and use of the Services User may be provided with Confidential Information. "Confidential Information" shall mean all information, in whole or in part, that is disclosed by MacEwan or any participant of used of the Services or any employee affiliate, or agent thereof, that is non-public, confidential or proprietary
in nature. Confidential information also includes, without limitation, information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records of MacEwan University, any analyses, compilations, studies or other documents prepared by MacEwan University or otherwise derived in any manner from the Confidential Information that User is obliged to keep confidential or know or has reason to know should be treated as confidential.
User agrees to:
● Maintain all Confidential Information in strict confidence;
● Not disclose Confidential Information to any third parties;
● Not use the Confidential Information in any way directly or indirectly detrimental to MacEwan University or any participant or user of the Services.
All confidential information remains the sole and exclusive property of MacEwan University or the respective disclosing party. User acknowledges and agrees that nothing in the User Agreement, these Terms and Conditions or User’s participation or use of the Services will be construed as granting any rights to User, by license or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of MacEwan University or any participant or user of the Services.
User acknowledges that MacEwan University is a “public body” within the meaning of the Alberta Freedom of Information and Protection of Privacy Act (“FOIPP”) and that all records created or obtained by User in connection with the User Agreement, including the User Agreement, may be subject to the access provisions of FOIPP. If a request for information or records related to the User Agreement is made under FOIPP, User shall deliver to MacEwan University such documents and information as MacEwan University may reasonably require to comply with FOIPP. As between User and MacEwan University, MacEwan University is the sole arbiter as to whether the User Agreement or any of the documents or other information requested is confidential and unless MacEwan University has determined that the same is confidential, User irrevocably consents to the release of the same in response to any such application. This clause is subject to any overriding legislative prohibitions that cannot be overcome by the consent and agreement contained in this paragraph.
User acknowledges that User is participating in or using the Services at User’s own free will and decision. User acknowledge that MacEwan University does not have any liability with respect to User’s access, participation in, use of the Services, or any loss of information resulting from such participation or use.
User understands that if User conduct research involving MacEwan University faculty, staff or students, User’s study may require review by the MacEwan University Research Ethics Board. For more information, contact [email protected]
To the maximum extent permitted by the applicable law, MacEwan University is providing the Services “as is” and with all faults, and hereby disclaim with respect to the services all warranties and conditions, whether express, implied or statutory, including but not limited to:
merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality, or arising out of participation in or the use of the Services, remains with User.
To the maximum extent permitted by law, User, on User’s own behalf and on behalf of any company, individuals, employees, agents, guests and invitees, waive any and all claims and rights against MacEwan University and its affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet.
To the maximum extent permitted by the applicable law, in no event shall MacEwan University or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, members, representatives, employees, successors and assigns be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care, negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the participation in or inability to participate in or use of the Services, the provision of or failure to provide Services, or otherwise under or in connection with any provision of the User Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of MacEwan University, and even if MacEwan University has been advised of the possibility of such damages.
Notwithstanding any damages that User might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of MacEwan University or its subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, shareholders, members, representatives, employees, successors and assigns under any provision of the User Agreement and User’s exclusive remedy for all of the foregoing shall be limited to the aggregate amount of fees paid by User to MacEwan University. The foregoing limitations, exclusions and disclaimers, (including the previous sections) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
User shall, during and after the participation in and use of the Services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding MacEwan University, or any of MacEwan University’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
User releases, and hereby agrees to indemnify, defend and save harmless MacEwan University and its affiliates, past, present and future officers, agents, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, liabilities, losses, damages, costs, expenses, judgments, fines and penalties based upon or arising out of User’s participation in or use of the Services, including User’s negligent actions, errors and omissions, willful misconduct and fraud in. User further agrees in the event that User brings a claim or lawsuit against MacEwan University, User shall be liable for all legal and consultant fees and costs incurred by MacEwan University in connection with the defense of such claim or lawsuit.
In the event that any provision or portion of the User Agreement or these Terms and Conditions is determined to be invalid, illegal or unenforceable for any reason, in whole or in part, the remaining provisions shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.
MacEwan University carries building insurance. If required by MacEwan University, User shall carry an insurance policy to cover User’s personal property in the Roundhouse Facilities.
The User Agreement and the transactions contemplated hereby shall be governed by and construed under the laws of the Province of Alberta.
Except that either party may seek equitable or similar relief from any court of competent jurisdiction in the Province of Alberta, any dispute, controversy or claim arising out of or in relation to the User Agreement, or at law, or the breach, termination or invalidity of the User Agreement, that cannot be settled amicably by agreement of the parties to the User Agreement shall be finally settled by arbitration pursuant to the Arbitration Act of Alberta.
The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under the User Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable solicitor-client fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable.
User acknowledges that the User Agreement does not constitute a lease or sublease, nor any rights of tenancy, but is only a license to access the Roundhouse Facilities and the Services.
Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waive is in writing and signed by the waiving party.
User may not transfer or otherwise assign any of User’s rights or obligations under the User Agreement without our prior written consent. MacEwan University may assign the User Agreement without User’s consent.
Any and all notices under the User Agreement will be given via email to the email address set forth in the User Agreement, or such other address as may be designated by each party in writing from time to time, and will be effective on the first business day after being sent.
The User Agreement, Schedule “A” - Services, and these Terms and Conditions, constitute the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except in writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into the User Agreement.