Drive Clean Portal
ONLY LICENSEE'S INDICATION OF
ACCEPTANCE IN THE "ACCEPTANCE" BOX AT THE END OF THE USER
REGISTRATION FORM GRANTS LICENSEE PERMISSION TO USE THIS SITE OR THE DATA DESCRIBED
BELOW. THESE ACTIONS ARE PROHIBITED BY LAW IF LICENSEE DOES NOT ACCEPT THIS
AGREEMENT. LICENSEE IS REQUIRED TO OBTAIN AN ACCESS CODE TO THE SITE AND DATA
FROM LICENSOR. THIS AGREEMENT WILL REMAIN POSTED ON THE SITE AND IT IS THE
LICENSEE'S DUTY TO MONITOR CHANGES TO THE AGREEMENT. CONTINUED USE OF THE SITE
INDICATES ACCESPTANCE OF ALL CURRENT TERMS OF AGREEMENT.
("Parsons") is the Licensor.
User: Licensee in the following
designated groups: Drive Clean facility owners, inspectors and repair
technicians including their designees and Ministry of Environment users, with
access codes provided by Parsons. ("User")
Purpose of the License: Access modernized
Drive Clean Portal applications and other related information provided by
Parsons on the website, (the "Data").
Site: Parsons' proprietary web based Drive
Clean Portal is located at www.dcoportal.com.
grants to the User a nonexclusive, nontransferable, limited license to access
the Site and Data. This limited license may be modified by Parsons at any time.
The User may use the Data and other information on the Site solely for internal
purposes during the regular course of its motor vehicle compliance services.
This License includes the right to download and temporarily store static
content necessary for the continuing business process. The User may also create
printouts of Data for internal use and for distribution to third parties, such
as the Province of Ontario, for internal compliance purposes without
further distribution, unless required by law.
2. Storage and Transfer
User may save static content for lawful analysis of Data and continuation of
program involvement during the normal course of business. The User may not
copy, download, store, publish, transmit, transfer, sell or otherwise use the
Data or any portion of the Data, in any form or by any means, except as
expressly permitted by this Agreement. Data shall not be stored or used in
an archival database or other searchable database except as expressly permitted
by this Agreement or as quoted in the User's work product. The User shall not
sell, license or distribute the Data (including printouts or Data downloaded to
a storage device) to third parties or use the Data as a component of or as a
basis for any material offered for sale, license or distribution.
Access and Monitoring
Individual Access. Only the User may access the Data by means of access
codes provided by Parsons under this Agreement. The User will be issued secure
login credentials and it is the sole responsibility of the User to ensure the
confidentiality of those credentials. It is the responsibility of the User to
notify Parsons if these credentials have been compromised by unauthorized
users. It is unlawful to share individual secure login credentials with other
Users or to use credentials issued to anyone but the User to enter the Site. User
is prohibited from attempting to gain unauthorized access to any portion or
feature of the Site, or any other systems or networks connected to the Site or
to any Parsons server, or to any of the services offered on or through the
Site, by hacking, password "mining" or any other illegitimate means.
The User will not forge headers or otherwise manipulate identifiers in order to
disguise the origin of any message or transmittal the User sends to Parsons on
or through the Site or any service offered on or through the Site. Users may
not engage in any activity that will mislead the Site or Parsons into granting
access on the belief that the User is, or that the User represents, another
User. The User may not impersonate any other individual or entity. Upon termination of this Agreement by either party, the
User's access will be terminated.
Monitoring. User is prohibited from using any "deep-link",
"page-scrape", "robot", "spider" or other
automatic device, program, algorithm or methodology, or any similar or
equivalent manual process, to access, acquire, copy or monitor any portion of
the Site or any Data, or in any way reproduce or circumvent the navigational
structure or presentation of the Site or any Data, to obtain or attempt to obtain
any materials, documents or information through any means not purposely made
available through the Site. User is prohibited from activities designed to
probe, scan or test the vulnerability of the Site or any network connected to
the Site, or to breach the security or authentication measures on the Site or
any network connected to the Site. User is prohibited from attempting
activities such as reverse look-up, trace or seek to trace any information on
any other user of the Site, or exploit the Site or any service or information
made available or offered by or through the Site, in any way where the purpose
is to reveal any information, including but not limited to personal
identification or information as provided for by the Site.
User is prohibited from knowingly taking any action that may or will impose an
unreasonable or disproportionately large load on the infrastructure of the Site
or Parsons' systems or networks, or any systems or networks connected to the
Site or to Parsons. The User agrees not to use any device, site or routine to
interfere or attempt to interfere with the proper working of the Site or any
transaction being conducted on the Site, or with any other person's use of the
User agrees to refrain from using the Site or any Data or content for any
performance of any illegal activity or other activity which infringes the
rights of Parsons or others.
Protection of Site and Data
A. Proprietary Notices.
The User agrees to respect and not to remove, obliterate, or cancel from view
any copyright, trademark, confidentiality or other proprietary notice, mark, or
legend appearing on any of the Site or the Data, and to reproduce and include
same on each copy of the Data.
B. No Reverse Engineering.
The User agrees not to modify, reverse engineer, disassemble, or decompile the
Site, or any portion thereof.
A. Acknowledgement. The User
hereby acknowledges and agrees that the Site including by definition, any
related documentation, and the Data, constitute and contain valuable
proprietary products and trade secrets of Parsons embodying confidential
information, ideas, and expressions. Accordingly, The User agrees to treat the
Site and Data as confidential in accordance with the confidentiality
requirements and conditions set forth below.
B. Maintenance of Confidential
Information. The User agrees to keep confidential all confidential information
disclosed to it by Parsons in accordance herewith, and to protect the
confidentiality thereof in the same manner it protects the confidentiality of
similar information and data of its own (at all times exercising at least a
reasonable degree of care in the protection of confidential information);
provided, however, that the User shall not have any such obligation with
respect to use of disclosure to others not parties to this Agreement of such
confidential information as can be established to: (1) have been known
publicly; (2) have been known generally in the industry before communication by
the disclosing party to the recipient; (3) have become know publicly, without
fault on the part of the User, subsequent to disclosure by Parsons; (4) have been
known otherwise by the User before communication by Parsons; or (5) have been
received by the User without any obligation of confidentiality from a source
(other than Parsons) lawfully having possession of such information.
C. Injunctive Relief. The
User acknowledges that the unauthorized use, transfer or disclosure of the Site
or Data will: (1) substantially diminish the value to Parsons of the trade
secrets and other proprietary interests that are the subject of this Agreement;
(2) render Parsons' remedy at law for such unauthorized use, disclosure or
transfer inadequate; and (3) cause irreparable injury in a short period of
time. If the User breaches any of its obligations with respect to the use or
confidentiality of the Site, Parsons shall be entitled to equitable relief to
protect its interests therein, including, but not limited to, preliminary and
permanent injunctive relief.
D. Survival. The User's
obligations under this Section will survive the termination of this Agreement
or of any license granted under this Agreement for whatever reason.
6. Links to Other Sites
Reservation of Rights
for the License granted in this Agreement, all right, title and interest in the
Site and Data, in all languages, formats and media throughout the world,
including all copyrights, are the exclusive property of Parsons.
8. Disclaimer of Warranties and Limitation of Liability
AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SITE AND DATA ARE PROVIDED
"AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, ACCURACY, COMPLETENESS AND CURRENTNESS. PARSONS HAS THE
RIGHT TO REGULARLY MAKE CHANGES TO THE SITE CONTENT WITHOUT NOTICE TO THE
USERS. THE USER'S EXCLUSIVE REMEDY AND PARSONS' ENTIRE LIABILITY UNDER THIS AGREEMENT
FOR ANY CLAIM FOR DAMAGES RELATING TO THE SITE OR DATA, WHETHER BASED IN
CONTRACT OR NEGLIGENCE, SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF CHARGES
PAID BY THE USER RELATIVE TO THE ACCESSING OF THE DATA WHICH IS THE BASIS OF
THE CLAIM DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE
CLAIM. IN NO EVENT SHALL PARSONS BE LIABLE TO USER FOR ANY CLAIM RELATING IN
ANY WAY TO (I) USER'S INABILITY OR FAILURE TO PERFORM RESEARCH OR RELATED WORK
OR TO PERFORM THAT WORK PROPERLY OR COMPLETELY, EVEN IF ASSISTED BY PARSONS OR
ITS AGENTS OR EMPLOYEES, OR ANY DECISION MADE OR ACTION TAKEN BY USER IN
RELIANCE UPON THE DATA; (II) ANY LOST PROFITS OR OTHER CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES RELATING IN WHOLE OR IN PART
TO USER'S RIGHTS OR USE OF, OR INABILITY TO USE THE DATA OR ACCESS THE SITE,
EVEN IF PARSONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (III)
THE PROCURING, COMPILING, INTERPRETING, EDITING, WRITING, REPORTING OR
DELIVERING OF DATA. FURTHER, PARSONS SHALL HAVE NO LIABILITY FOR ANY CLAIM
RELATING IN ANY WAY TO ANY THIRD PARTY FEATURE.
personal information specific to the User during User registration. Parsons
respects the User's right to privacy and has put in place appropriate physical,
electronic and management procedures to protect Data security, and to prevent
unauthorized access to the Site and Data, and User information. Parsons is
committed to protecting the privacy and personal data it receives in compliance
with all relevant data protection and privacy laws. Access to personal data is
limited to those individuals who must access such information to perform their
duties and/or to provide services, and all such individuals are prohibited from
making any unauthorized or unlawful disclosure. This information is maintained
and disposed of in strict accordance with our information security and record
The User's acceptance of this agreement and use of the License
indicates your permission to gather the personal information for business
Parsons reserves the
is responsible for regularly reviewing these terms and conditions. Continued
use of the Site and Data following any such changes shall constitute the User's
acceptance of such changes.
ownership rights and intellectual property rights in and to the Site and any and
all copies thereof (including but not limited to any titles, computer code,
trademarks, logos, themes, skins, objects, characters, dialog, icons, methods
of operation, any related documentation, incorporated into this Site) are owned
by Parsons. This Site is protected by the copyright laws of Canada.
11. Limitation of Action
action based upon such claim may be brought under this Agreement more than one
year after the basis for the claim becomes known to the party desiring to
the right to terminate User access to the Site upon violation of the terms of
use (Section 13, below), including but not limited to User's access to the Site
and Data for illegal and/or fraudulent activities, associated with or outside the
normal course of business.
Either party may
terminate this Agreement at any time. Notice may be provided by electronic
mail. Upon any termination of this Agreement, the
licenses hereunder and access to the Site and Data shall also terminate.
may disclose any information we have about a User (including the User's
identity) if it is determined that such disclosure is necessary in connection with
any investigation or complaint regarding a User's access to or use of the Site,
or to identify, contact or bring legal action against someone who may be
causing injury to or interference with (either intentionally or
unintentionally) Parsons' rights or property, or the rights or property of
Users of the Site. Parsons reserves the right at all times to disclose any
information that Parsons deems necessary to comply with any applicable law,
regulation, legal process or governmental request. Parsons also may disclose
User information when Parsons determines that applicable law requires or
permits such disclosure, including exchanging information with other companies
and organizations for fraud protection purposes.
User acknowledges and agrees that Parsons may preserve any transmittal or
communication by the User with Parsons through the Site or any service offered
on or through the Site, and may also disclose such data if required to do so by
law or Parsons determines that such preservation or disclosure is reasonably
respond to claims that any such data violates the rights of others, or (4)
protect the rights, property or personal safety of Parsons, its employees,
users of the Site, and the public.
agrees that Parsons may, in its sole discretion and without prior notice,
terminate User access to the Site and/or block User future access to the Site
or guidelines which may be associated with User's use of the Site. User also
unlawful and unfair business practice, and will cause irreparable harm to
Parsons, for which monetary damages would be inadequate, and User consent to
Parsons obtaining any injunctive or equitable relief that Parsons deems
necessary or appropriate in such circumstances. These remedies are in addition
to any other remedies Parsons may have at law or in equity.
agrees that Parsons may, in its sole discretion and without prior notice,
terminate your access to the Site, for cause, which includes (but is not
limited to) (1) requests by law enforcement or other government agencies, (2) a
request by you (self-initiated account deletions), (3) discontinuance or
material modification of the Site or any service offered on or through the
Site, or (4) unexpected technical issues or problems.
Parsons does take any legal action against a User as a result of User's
User, and the User agrees to pay, all reasonable attorneys' fees and costs of
such action, in addition to any other relief granted to Parsons. The User
agrees that Parsons will not be liable to the User or to any third party for
termination of the User's access to the Site as a result of any violation of
Neither party shall be liable to
the other for any loss or delay, except the obligation to make payment
hereunder, resulting from any force majeure event, including acts of God, fire,
natural disaster, terrorism, labor stoppage, war or military hostilities.
Any notice required to be given
pursuant to this Agreement may be sent electronically.
16. Jurisdiction and Disputes.
This Agreement shall be governed
by the laws of the Province of Ontario without regard to its conflicts of law
provisions. All disputes hereunder shall be resolved in the applicable courts
of the Province of Ontario. The parties consent to the jurisdiction of such
courts, agree to accept service of process by mail, and waive any
jurisdictional or venue defenses otherwise available.
17. Agreement Binding on
This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto, their heirs,
administrators, successors and assigns.
No waiver by either party of any
default shall be deemed as a waiver of any prior or subsequent default of the
same or other provisions of this Agreement.
If any provision hereof is held
invalid or unenforceable by a court of competent jurisdiction, such invalidity
shall not affect the validity or operation of any other provision and such
invalid provision shall be deemed to be severed from the Agreement.
The license granted hereunder is
personal to User and may not be assigned by any act of User or by operation of
law unless in connection with a transfer of substantially all the assets of the
User or with the consent of Parsons.
This Agreement constitutes the
entire understanding of the parties, and revokes and supersedes all prior
agreements between the parties and is intended as a final expression of their
Agreement. Parsons may modify the terms hereof at any time.
Copyright 2011, Parsons. All rights reserved.