Last Updated: September 19, 2019
- "Site" means this website, all related webpages, and all related websites operated by affiliates or divisions of QR, but does not include any third party websites which are linked to or may link from this website whether or not such third party websites are used in connection with the Services.
- "Service", "Services", and "QR System" refer to the Research Resources search service and platform made available by QR.
- "Subscriber" refers to any person who maintains an account with us and utilizes our Services.
- "QR", "we", "us" shall refer to QReserve Inc. and all its affiliates and subsidiaries.
- "Research Resources" refers to Research related Equipment, Tools, Services, Locations, Expertise, Techniques or any other resources or description deemed appropriate to list in QReserve.
- "You" and "user(s)" shall refer to any person who visits the Site or uses the QR Services and includes a Subscriber and its employees and agents.
You acknowledge that you must provide for your own access to the World Wide Web and pay all costs associated with such access and with the use of the Services, as well as procure all equipment that is necessary in order to access the World Wide Web and use the Services, including but not limited to a computer, a modem, a printer, and in some cases a mobile device, tablet computer or other equipment. You shall also be responsible for the maintenance of such equipment.
You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.
QR may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Services which include but not limited to the scope of service, time of service, or to the software/hardware required for access to the Services. QR may also limit the geographic locations or jurisdictions where certain Services may be available.
Without prejudice to the foregoing, should there be a failure of or error, omission, defect, deficiency, delay causing downtime, or inability of a subscriber to access the Services for any length of time, including as a result of the permanent termination of service, the subscriber acknowledges and agrees that, except as otherwise set out herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of the QR System or the Services whatsoever is to discontinue using the QR Services.
Accuracy of information
You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using QR Services or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You represent and warrant that you have obtained all required consents and comply with all applicable legislation, including without limitation privacy legislation, in connection with any use and disclosure of information relating to the use of the QR Services. QR accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using the QR Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.
- To contact you for marketing, promotional, or other reasons that you have either previously consented to or that you may be asked to consent to in the future; we will do so only at the email addresses or telephone numbers that you have provided to us. If you do not wish to receive such communications, you can opt-out in the communications preference section of your User Profile.
We may share your email addresses or telephone numbers with our service providers (such as billing or collections companies) who we have contracted with to assist us in pursuing our rights or performing our obligations under the User Agreement, our policies, or any other agreement we may have with you. These service providers may also contact you using autodialed or prerecorded messages calls and/or SMS or other text messages, only as authorized by us to carry out the purposes we have identified above, and not for their own purposes.
We will not share your email addresses or telephone number with non-affiliated third parties for their purposes without your explicit consent. You understand and agree that QR may, in its discretion, monitor or record telephone conversations you have with QR or its agents for quality control and training purposes, for its own protection or as may be required by law. You acknowledge and understand that, while your communications with QR may be overheard, monitored, or recorded, not all telephone lines or calls may be recorded by QR.
3. Conditions of Usage
You agree to use the QR site and the Services for the purposes that they were intended and only in accordance with the terms of this agreement.
If you are not the business owner or your institution's department principal and are registering an account on behalf of a business or institution, you represent and warrant that you have been authorized and directed by your business's or institution's principals to open the account and that you have shared all user names, passwords and access credentials with other authorized representatives in your business or institution and that you have provided us with the contact information of at least one other person. If you leave the business or institution and your business's or institution's principal contacts us we may be required to provide access to the QR account. You agree to hold harmless and release the QR Parties from any liability if we do so.
Furthermore, you are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release the QR Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify the QR Parties for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.
4. Prohibited Uses
In connection with using or accessing QR's site, Services, applications and tools, you will not do any of the following non-exhaustive things:
- post content or items in inappropriate categories or areas on our sites and Services;
- violate any laws, third party rights or our stated policies;
- use our sites, Services, applications or tools if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our sites, services, applications, or tools;
- fail to deliver payment for items requisitioned by you, unless, for example, the vendor has materially changed the item's description after your request is submitted, a clear typographical error is made, or you cannot reach the vendor;
- manipulate the price or value of any item or interfere with any other users' listings;
- circumvent or manipulate our fee structure, the billing process, or fees owed to QR, if applicable;
- post infringing, unlawful, false, inaccurate, misleading, defamatory, obscene, or libelous content;
- take any action that may undermine the feedback or ratings systems, if applicable (such as displaying, importing or exporting feedback information off of the sites or using it for purposes unrelated to QR);
- circumvent any QR policy or determinations about your account status such as temporary or indefinite suspensions or other account holds, limitations or restrictions;
- transfer by any manner any QR application or your QR account and user ID to another party without our consent;
- distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
- distribute viruses or any other technologies that may harm QR, or the interests or property of QR users;
- export or re-export any QR applications or tools except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
- reproduce, perform, display, distribute, reverse engineer, or prepare derivative works from content that belongs to or is licensed to QR, or that comes from the Services and belongs to another QR user or to a third party including works covered by any copyright, trademark, patent, or other intellectual property right, except with prior express permission of QR and/or any other party holding the right to license such use;
- commercialize any QR application or any information or software associated with such application;
- harvest or otherwise collect information about users, including email addresses, without their consent;
- circumvent any technical measures we use to provide our Services; or
- post false credentials or pretend to be someone you're not. You're great, just be yourself.
The users shall access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.
The users agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.
No user shall use any means to restrict or prevent another user from accessing or enjoying the QR Services.
No user shall be permitted to upload material into the QR System that he or she knows or ought to know infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our websites, systems and equipment. You may not use the QR System and the Services in a manner which could block access to, impair, damage or otherwise disable the QR System or any of our servers. You may not attempt to gain unauthorized access to the QR System or to any other user's accounts, computer systems or networks through password miming, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable laws.
No user shall lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to QR in a manner that is inconsistent with our intellectual property rights over the software.
No user shall promote any commercial interest, falsify or delete any information on the QR System, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize the QR System under false pretenses.
If we believe or discover that you are abusing QR in any of the ways mentioned above or otherwise, we may, in our sole discretion, take any steps to prevent and mitigate such abuse, such as limiting, suspending, or terminating your user account(s) and access to our Services, delaying or removing hosted content, removing any special status associated with your account(s), reducing or eliminating any discounts, and taking technical and legal steps to prevent you from using our Services.
We may cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue the QR sites, or Services. Additionally, we reserve the right to refuse or terminate our Services to anyone for any reason at our discretion.
5. Copyrights, Trade-Marks and Intellectual Property
QR and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, webpage designs, webpage layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using the QR Services. The technical procedures, processes, concepts and methods of operation that are inherent within the QR Services constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data entered using the QR Services by a user or otherwise provided for accessing the QR Services on the user's behalf shall at all material times remain the property of the user. The user hereby grants to QR a worldwide, perpetual, royalty free, non-exclusive right and license to use all content provided by the user in connection with the QR Services for uses related to the delivery of the Services.
Materials on and relating to the QR Services, including the content of the QR Services and any software downloaded from the QR Services, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your user content and data, QR reserves all rights in and to such materials. The subscriber will not store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of the QR Services or System or any content therefrom without QR's express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to the QR Services or System.
6. Limitation of Liability
THE SUBSCRIBERS AND THE USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE QR PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY LOST PROFIT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A "CLAIM") WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) THE USE OF THE QR SYSTEM AND ITS SERVICES AND ANY RELATED APPLICATIONS INCLUDING THIRD PARTY SERVICES; (III) THE USE OF ANY SOFTWARE RELATED TO THE QR SYSTEM; (IV) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (V) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (VI) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATING TO THE USE OF THE QR SYSTEM AND THE SERVICES; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.
FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE QR SYSTEM AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.
More specifically, QR is not responsible under any circumstances for the actions, activities, or conduct of Users as it relates to any use of the QR Site or Services or equipment or resource listed on the QR Site or Services including, but not limited to:
- missed reservations;
- loss, harm, or damages resulting from missed reservations or unfulfilled requests;
- improper or damaging use of equipment;
- any harm to an individual as a result of using equipment;
- any damage to equipment or property;
- equipment usage without appropriate training or permission;
- attempts at countering or misrepresenting instrument use time or use type;
- inappropriate or invalid content submitted by users;
- inaccurate training records or disputed instrument use records;
- any actions by users or associated parties that violate the law;
7. Termination of Services
QR may terminate this agreement and your use of the QR System at any time without notice, including, without limitation, if you breach any of these terms. Users may use QR on an at-will basis until the agreement has been terminated by either party pursuant to the terms of this agreement or any related license agreement. The following are the ways in which the agreement between a subscriber and QR may be terminated:
- You request your account be deactivated by contacting QReserve at email@example.com.
- We issue notice to any party to the effect that that party has in our reasonable judgment breached this agreement or any other agreement as between the parties
- In the case of a company, upon an order or a resolution being passed for the purposes of winding up the business activities other than for the purposes of amalgamation, merger or reconstruction or upon a composition agreement being made with the creditors
Upon such termination, you must immediately cease using the QR System indefinitely. We may at our option immediately block your access to the QR System.
8. Ownership and Disclosure of Information
You own all of your business's or institution's private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Service and the QR System. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:
- for the purposes of fraud prevention and law enforcement;
- to comply with any legal, governmental or regulatory requirement;
- to our lawyers in connection with any legal proceedings; and
- to comply with a court order.
9. Third Party Links, APIs and Content
You may when using our Site and Services be directed to websites maintained by other third party service providers.
Our Website may contain links to third party websites. These links are provided solely as a convenience to you. If at any point such third party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third party services without entitling you to a refund, credit or other compensation. Your only recourse shall be to stop using the QR Site and the Services. In addition, if you authorize us to do so, we may grant third parties access to some or all (depending on the permission you give) of your private data, content and information through our own API for use in connection with their services.
You acknowledge that such sites and services are completely independent of QR and as we have no control over them, we accept no liability in respect of your use, ability or inability to use them or any of the content of such sites. We also do not review or verify information provided to you by third parties for any purpose. In addition, we may at any time in our discretion and without notice to you, discontinue providing our API to such third party services. You acknowledge that any use of the products and services offered by such third party services providers (eg. for the purposes of retrieving additional information about research resources or users) will be at your sole risk. You acknowledge that use of such third party service providers and their websites and services is, except where prohibited or modified by applicable law, subject to the terms, conditions and policies established by the third party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any Claims (defined below) arising out of your use of, or inability to use, the products and services of third party service providers whether or not such use is ancillary to your use of the QR Site and Services. The availability of such third party services in connection with the QR Site and Services does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third party provider or its products or services.
10. Authorization to Export Data
11. Force Majeure
Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.
13. Almost done
Governing Law and Dispute Resolution
Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in Ontario, Canada. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the Province of Ontario, Canada.
You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.