Vermillion EU - Terms and Conditions of Use

TERMS AND CONDITIONS OF USE

Vermillion invites you to use our Web Services on VermillionWeb.org (the "Website") and / or take part in our related Activities, subject to these Terms and Conditions of Use (these "Core Policies").

This Website is an internet platform that provides Guests (including subject-matter experts, researchers, business managers, training institutions, industry groups, and non-profit organizations) with such Web Services including search, mentoring, e-commerce and social networking services which enable our Guests to:

upload, search, view and download one or more Resources from an information repository;
search for information and subject-matter expertise on various topics;
provide and receive general advice, mentoring advice and subject-matter expertise ("Advice") to and from other Guests;
provide feedback on the Advice provided and Resources uploaded by Contributors;
provide feedback and rating criteria on the Contributors; and
connect directly with and / or engage the Contributors through social Web Services ("Advisory Services");

Vermillion's policy is only to accept Resources made by Guests of Vermillion who have been registered with a Vermillion Passport (defined below).

DEFINITIONS

Capitalized terms used in these policies have the meanings stated here. Other terms may be defined and capitalized in specific paragraphs or sections of our policies.

"Activities" means all of Vermillion’s services, programs and / or events that are not provided online including its committees, working groups, idea exchanges and information exchanges;
"Additional Agreement" means an additional or further contract between you and Vermillion whereby the provisions or application of these Core Policies or any other applicable policies are amended or altered with Vermillion Approval;
"Browser" means a user of Web Services and / or Activities that has either not requested or not yet been granted a User Name; Browser applies to all such users whether or not Other Policies have been established;
"Communities" means the operational divisions of Vermillion Communities Incorporated or Vermillion Institute as well as unrelated organizations that care about advancing sustainability;
"Contributors" means Guests who provide Resources;
"Core Policies" means these Terms and Conditions of Use;
"Guests" means users of Web Services and / or Activities that have been granted Vermillion Passports to login, access and review Resources, Web Services and / or Activities on an individual, temporary, or ongoing basis, and it includes people who have permission to access or participate in one or more Activities and it also includes Signatories, Council Members, and Delegates of any Vermillion stakeholders' exchange Governing Policies who have also been registered with a Vermillion Passport;
"Resources" means digital artifacts and files including written articles, documents, audio files, photos, pictures, graphics, comments, and other content, data, information or materials which are generally made available, pursuant to these Core Policies or as otherwise directed by Vermillion, at no charge, but subject to terms and conditions such as requirements not to alter the Resources;
"Other Policies" means agreements, policies and Additional Agreements that govern your conduct and Vermillion's conduct in various roles;
"Trial Guests" means Guests that have been granted Vermillion Passports for a trial period;
"User Name" means a string of alphanumeric characters that are uniquely associated with a user of Web Services and Activities;
"Vermillion" means Vermillion Communities Incorporated, whose head office is situated in Calgary, Alberta, Canada; references in our policies to Vermillion, 'we', 'us', and 'our' will include its affiliates and authorized agents;
"Vermillion Approval" means the express written approval of Vermillion Communities Incorporated, in its sole discretion, which may require approval of its board of directors;
"Vermillion Professional Network" means a division of Vermillion Communities Incorporated that focuses on connecting and empowering the world's leading consultants whose work supports people, planet and prosperity;
"Vermillion Passport" means any user name that may be combined with other authentication criteria to enable you to access or participate in private Resources, Web Services and / or Activities;
"Vermillion Trademarks" means any common law or registered trade mark or service mark of Vermillion Networks Inc. in any country. Vermillion Trademarks include "Vermillion", "Vermillion Professional Network", "Vermillion Institute", "Caring for people, planet and prosperity", "Elevating people, planet and prosperity", "Supporting people, planet and prosperity", "Innovators in Sustainability", "Innovation for Sustainability", "Distinction in Sustainability", "Building stronger communities for today and tomorrow", "Building stronger companies for today and tomorrow" and the distinctive Vermillion swirl designs;
"Web Services" means websites (including this Website), webinars and applications operated or organized by Vermillion including its online committees, working groups, idea exchanges and information exchanges;
"You" and "you" mean all users of and contributors to Web Services and Activities including but not limited to Browsers and Guests (including Signatories, Council Members, and Delegates of any Vermillion stakeholders' exchange Governing Policies).

APPLICATION OF THESE CORE POLICIES

Unless an Additional Agreement provides otherwise, the Core Policies apply to all Browsers, Guests and Vermillion. By using our Web Services and / or Activities you are deemed to accept these Core Policies. Other Policies apply in other roles you may choose take with Vermillion.

Vermillion may revise and update its policies without notice from time to time, and at any time. Vermillion may also make changes, improvements, alterations or amendments in and to the Website and to the Web Services and Activities at any time without liability. You agree that each visit to this Website shall be subject to the Core Policies on this Website at that time and to any Other Policies in effect.

If any material changes are made to the Core Policies, we may require you to provide consent to the updated Core Policies in a specified manner before further use of the Web Services and / or Activies is permitted, but we are not obligated to provide notice to you in that manner. Since our Core Policies and some Other Policies are publicly accessible at our Website, at minimum, notice of a change to any of these policies will be posted at this Website for a reasonable period of time. Even so, you are encouraged to review the Core Policies and Other Policies periodically. Please do so. If you do not agree to any change(s) after any such notice of such change(s), you agree to stop using the Web Services and / or Activities immediately. As such, your continued use of the Web Services and Activities constitutes your acceptance of all such change(s).

WHY THIS IS IMPORTANT TO ALL OF US

Vermillion is a social enterprise. That means we try to elevate people, planet and community prosperity (which many feel are the three dimensions of healthy and sustainable societies) while building successful initiatives. For more information, click here.

You acknowledge all this and agree to respect the copyright and other rights of Vermillion, its licensors and any third parties. For more information about why this is so important to us, click here.

You acknowledge and agree that all terms, conditions, limitations and disclaimers of these Core Policies are reasonable in the context of Vermillion's objectives – especially its objective to minimize the distortion of important information – and its status as social enterprise that is engaged in activities of great value to NGOs, policy makers, information workers, the public and the environment.

CURRENT AND FUTURE DEVELOPMENT OF VERMILLION WEB GOODS AND SERVICES

The Vermillion Web and all related Communities and stakeholder exchanges were established at the request of, and in cooperation with, professional stakeholders who wanted the benefits of Vermillion Web Services, Activities and Resources in their industry- and community-facing outreach. To expedite this, the Vermillion Web is currently operated by a division of Vermillion Communities Incorporated, and its web platform is operated along with other Vermillion websites in Calgary, Canada.

For the sake of developing quality long-term sustainability initiatives, we believe that the Vermillion Web could one day be operated instead by an Alberta not-for-profit entity – affliated as needed with other Communities – but Vermillion does not warrantee this will happen. Vermillion looks forward to seeing proposals from professional groups who may wish to take control of the stewardship of the platform.

In anticipation of changes such as this, you acknowledge that in the future Vermillion may wish to assign all or parts of its rights and responsibilities under these Core Policies or Other Policies (including its stewardship of User Names and all related personal information) to a successor, and you consent to any such transfer or assignment, at Vermillion's sole discretion.

ELECTRONIC TRANSACTIONS

Whether it is the Core Policies or Other Policies, in all cases, you agree to contract and transact electronically. For clarity, the applicable policies bind you and Vermillion to the same extent as if we had each signed, sealed and delivered a promise to comply with and be bound by the policies. BY USING THE WEB SERVICES AND / OR ACTIVITIES PROVIDED THROUGH OR IN ASSOCIATION WITH VermillionWeb.org, YOU ARE AGREEING TO THESE CORE POLICIES, OR HAVE OBTAINED CONSENT TO DO SO BY YOUR EMPLOYER OR PRINCIPAL.

USING AND / OR CONTRIBUTING TO THE RESOURCES

Generally, as a Browser or other user of our Web Services and / or Activities, you are permitted free of charge to use our public website content and Resources to learn about how to improve sustainability within your personal life and your own business operations. However you do not have a license to reproduce and / or distribute our content. If you want your associates to see our Resources, you may refer them to our Web Services and Activities by way of web links, and encourage them to apply for a Vermillion Passport in order to access any private resources.

Some of our Web Services allow you to upload Resources for use by others. Some Web Services may also offer you ways to access and remove Resources that have been uploaded under your authority. Also, as part of some of our services, there are methods or settings that narrow the scope of our use of the Resources uploaded to, or submitted in, those services.

If you upload or otherwise submit Resources for use by others, you expressly acknowledge and agree that you either own copyright and other necessary rights in such Resources and that you have all necessary rights and permissions to submit and license the use of the Resources pursuant to these Core Policies and any Additional Agreement or, in the alternative, that you do not own the subject Resource and instead you expressly represent and warrant that you do have all the necessary rights and authority to make such submission and / or to grant such license to Vermillion and others and that you grant us all the license stated here for any Resources that you submit or otherwise provide to or through our services and, further, that you will not attract liability to Vermillion or others by uploading or otherwise submitting Resources in which you do not hold the necessary rights or authority to give effect to such submissions and licenses and, further, that if you are acting on behalf of a Signatory or employer (or in any other representative capacity), you have the consent of such principal for such submission and license and that such principal will execute any additional instruments as may be needed to give effect to the license stated here, which is this: when you upload or otherwise submit Resources to our Web Services or other services, you give Vermillion a fully paid-up license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your Resources enhance our services), communicate, publish, publicly perform, publicly display and distribute such Resources across the universe and forever (subject to our Removal Policy, defined below). The rights you grant in this license are for the purposes of operating, delivering, promoting, and improving our services, and to develop new services; Vermillion shall be free to offer such Resources without limitation, restriction or obligation, except for the limitations, restrictions or obligations that are identified on the Resources by you, as a Contributor, subject to your agreement(s) with Vermillion. In some cases (such as pursuant to the Removal Policies), this license may continue even if you stop using our services. Unless an Additional Agreement provides otherwise, any Resources provided to others by the Contributor shall be received by Vermillion and others on a non-confidential basis. In return for this license, Vermillion acknowledges and agrees that, unless an Additional Agreement such the Governing Policies of a stakeholders' exchange provides otherwise, if you upload or otherwise submit Resources you previously and independently created for use by others, you retain ownership of any intellectual property rights that you hold in those Resources, and that if you wish for a Resource to be made available to others for a fee, Vermillion will generally facilitate the collection of such fees (should there be any takers).

You acknowledge and agree that all comments, ideas, and correspondence regarding the advancement of sustainability and / or the quality or applicability of the Resources are not generally subjects of copyright and, as such, they become the sole property of Vermillion so they can be studied and developed to improve public literacy about the issues within the field of sustainability or to otherwise advance Vermillion objectives. By submitting any such ideas, suggestions, documents and/or proposals ("Feedback") to Vermillion through its suggestion, feedback, wiki, forum or similar pages and / or email channels, you agree that unless such channel has a standing policy regarding the treatment of your proprietary information (i) your Feedback does not contain the confidential or proprietary information of third parties; (ii) Vermillion is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (iii) Vermillion shall be entitled to use and disclose such Feedback for any purpose, in any way, across the universe and forever; (iv) Vermillion may have some idea or something similar to the Feedback already under consideration or in development; and (v) you are not entitled to any compensation or reimbursement of any kind from Vermillion under any circumstances. You agree that you shall have no recourse against Vermillion for any alleged or actual infringement or misappropriation of any proprietary right in your communications or other submissions to Vermillion.

Some restrictions apply to your contributions. In order to maintain an informative and valuable service that meets the needs of Guests and avoids any harm that can result from disseminating information or Resources that is/are false, malicious, in violation of the rights of others, or otherwise harmful, it is necessary to establish the following rules to protect our Guests. You may NOT (and you agree not to):

post information or transmit any message which is libelous, defamatory or which discloses private or personal matters concerning any person;
post information or transmit any message, Resources, file, image or program which is indecent, obscene or pornographic;
post information or transmit any message, Resources, file, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion;
interfere, in any way, with operations or use of the Web Services or Activities;
post or upload information or transmit any message, Resources, file, image or program which contains viruses, worms, Trojan horses or any other contaminating or destructive agent, or use scripts, bots or other automated technology to access or scrape content from the Web Services;
post information or transmit any message which is harmful, threatening, abusive or hateful (for clarity, it is not Vermillion's intention to discourage Guests from taking controversial positions or expressing vigorously what may be unpopular views, however, Vermillion reserves the right to take such action as it deems appropriate in cases where the Web Services are used to disseminate statements which are deeply and widely offensive and / or harmful, or that are otherwise inconsistent with consensus-seeking activities);
post or transmit unauthorized information, charity requests, petitions for signatures, chain letters or letters relating to marketing schemes;
conduct spamming, phishing, trolling, or similar activities, and may not post or transmit any advertising, promotional materials or any other solicitation of other users of the Web Services for goods or services except in those areas (e.g., a bulletin board) that are designated for such purpose;
use the Web Services to conduct or solicit gambling activity or the performance of any illegal activity or other activity which infringes the rights of others;
use the Web Services and / or Activities if you are under 18 years of age, unless you have the permission of your parent or guardian;
post any e-mail or offer for uploading any Resources that would be considered a violation of any law (for clarity, Vermillion will co-operate fully with any law enforcement authorities or any court order requesting or directing Vermillion to disclose the identity of anyone posting any such e-mail or Resources);
upload Resources that contain third-party copyrighted content (e.g., music, movies, videos, photographs, images, software, etc.) without first obtaining all necessary permissions and displaying documentation to that effect;
upload Resources that contain video, audio, photographs, or images of another person without his or her permission (or in the case of a minor, the permission must come from the minor's legal guardian);
upload Resources that promote or enable illegal or unlawful activities, such as instructions on how to make or buy illegal weapons or drugs, violate someone's privacy, harm or harass another person, obtain others' identity information, create or disseminate computer viruses, or circumvent copy-protect devices;
upload Resources, or post or transmit any message, intended to defraud, swindle or deceive other Guests of the Web Services or Activities;
upload Resources or post an unauthorized message that promotes or solicits involvement in or support of a partisan political platform, religion, cult, or sect;
upload Resources that are off-topic, misrepresented, or otherwise intended to annoy or interfere with others' enjoyment of the Web Services and / or Activities;
impersonate or misrepresent an affiliation, connection or association with any person or entity; or
provide inaccurate, misleading or false information to Vermillion or to any other Guest.

If you become aware of any offensive Resources or messages, or violations of any of the above conditions, please report them to us as soon as you are aware of them via email at This email address is being protected from spambots. You need JavaScript enabled to view it.. Without limiting other remedies, if Vermillion learns that any Guest is violating the Core Policies and / or Other Policies, including policies that are provided as links in these Core Policies, or if Vermillion reasonably or unreasonably thinks that such a user is creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the provisions or spirit of the Core Policies and / or Other Policies, Vermillion may, in its sole discretion, limit, suspend or terminate the availability of the Web Services and / or Activities for such Guest, prohibit access to Web Services, delete or remove hosted Resources, and take any technical and legal steps to keep such users off the Web Services and Activities. Additionally, Vermillion may, in appropriate circumstances and at its sole discretion, suspend or terminate accounts of Guests who may be repeat infringers of intellectual property rights of third parties. Vermillion also reserves the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue the Web Services and / or Activities.

PAYMENTS AND OTHER VALUABLE CONSIDERATION

Contributors often provide Resources and Advisory Services to Vermillion free of charge via the Web Services, and Vermillion can therefore pass them along to our Guests free of charge (or at no charge beyond any applicable subscription fees). In other cases, however, it may not be sustainable for Contributors to do so; so Contributors may also provide private Resources and Advisory Services to Vermillion and / or its Guests for a fee. For the avoidance of doubt, you will be notified of any "Fee" that applies when you download or otherwise obtain such private Web Services, Resources and / or Advisory Services; if you proceed, you agree to pay all such Fee(s). For further clarity, third-party e-commerce transaction costs that are applied to the Fee(s) shall be the responsibility of the Contributor not the user, and will be deducted from the Contributor's account. (Whether or not a fee applies, all such downloads and / or 'purchases' are for a non-exclusive non-transferable license for the Guest to receive and use the Resource(s).

Many Contributors choose to provide to Vermillion a percentage of the fees to which they are entitled in order to help support the development of the Vermillion system which elevates people, planet and community prosperity, and which provides a platform for them to offer and develop their resources and services. The percentage each Contributor pays can vary as a function of how valuable the Contributor judges the Vermillion system to be to their business and to society.

Contributors also have an option of recommending international NGOs, researchers and / or students, as well as local community groups, social enterprises, researchers and / or students to be recipients of a percentage of the Contributors' Fee(s). Vermillion reserves the right in its sole discretion to confirm any such recipient aligns its activities with quality controls and important Vermillion values such as caring for people, planet and community prosperity ("Vermillion Values"). With such Vermillion Approval, a specified percentage will be provided to the designated organization, researcher or student by way of a "Vermillion Grant", whether it be a Vermillion international fellowship grant, a Vermillion contribution to a community group's service delivery, or a beneficial Vermillion investment in a worthy social enterprise.

Contributors who may wish to participate in any such fee-related services should contact Vermillion to establish the Other Policies that are tailored to the parties' needs.

When you download private resources or take Advisory Services to which a Fee applies, you will have an opportunity to review and accept the Fee for the license to use such private Resources. Fees may change from time to time. Changes to the Fees are effective as soon as they are posted on the Website. All Guests that purchase a license to such private Resources are required to establish an account profile with Vermillion. Other Policies may apply.

Guests will generally have 30 days after the date of purchasing a Resource to download the Resource.

Pursuant to the following "Removal Policy", Contributors who contribute a Resource using the Web Services may delete such Resource from the Website at any time, however (i) Vermillion must retain an active copy of the deleted Resource for 30 days after the deletion date to allow time for any Guests who have purchased the Resource to download the Resource, and (ii) Vermillion must retain another copy of the deleted Resource permanently for reasonable archival purposes in Vermillion's sole discretion and, for instance, to comply with a court order in respect of any allegation of copyright infringement. After a Resource is deleted from the active Website by the Contributor, it will no longer be available for a subsequent purchase.

To facilitate Web Services or Advisory Services that have a Fee or partial Fee, Vermillion will provide a service or third-party service ("Payment Services") that will enable you to provide credit card, debit card or other payment information to Vermillion or the third party in order to be able to purchase the Resources and/or use the Web Services or Advisory Services. Vermillion takes reasonable steps to protect this sensitive payment information. For instance, all payment transactions are encrypted and transmitted via secure server methods consistent with banking protocols, and all such processed information will be kept confidential. Any financial information that is provided by you in order to use the Payment Services is subject to our privacy policy. By providing such information, you represent and warrant to us that the information provided is accurate and complete, and you agree that you will be liable for any damages, costs or expenses incurred by Vermillion as a result of any misrepresentation by you with respect to any payment or credit card information provided by you to the Payment Services.

In the event that you have purchased Resources that are misrepresented or are not to your satisfaction, it is your responsibility to contact the Contributor to ask for a refund using the Payment Services refund process. If this does not resolve the issue, you may contact us at This email address is being protected from spambots. You need JavaScript enabled to view it. for further assistance, and Vermillion will attempt to mediate the concerns to a reasonable and mutually-satifactory conclusion, but Vermillion does not warrant that either party will find the conclusion satisfactory. To help develop confidence in the Resources: in the event that more than three refund requests are submitted for a Resource, Vermillion will generally remove the Resource from the Website pursuant to the Removal Policy, and the Contributor will be notified of the removal. Three removal notices will generally result in termination or cancellation of a Contributor's account.

If an authorized payment to Vermillion is returned, or if other valuable consideration is not delivered to Vermillion as agreed, you agree to pay Vermillion a $35 processing fee in addition to the cash value of anything owed, paid in Canadian dollars.

NO AFFILIATION

You agree not to claim any current or past affiliation with Vermillion unless you have Vermillion Approval to do so. You agree not to speak publicly about Vermillion policies, including its policies for sustainability, unless you have Vermillion Approval at any given instance to speak about such policies on Vermillion's behalf.

TRACKING, WEB STATISTICS AND MEDIA

Whenever we can, we like to document participation in Activities and Web Services to develop educational and training resources, to promote good solutions, and to protect our interests and those of our users. To those ends, media will often be invited to Activities, and the entire sessions will often be recorded to capture important ideas and to create resources for local, national and international distribution; unauthorized recording is prohibited. If you do not wish to appear in photographs, content, audio and / or video, please ask prior to taking part about whether we'll be recording an Activity, and then decide if you'd like to participate based on the answer. Media will also be invited, from time to time, to promote awareness of good ideas uncovered in Communities in association with the Web Services and / or Activities. And, unless an Additional Agreement or standing channel policy within the Web Services provides otherwise, you grant to Vermillion the right to use your name (or the principal's name, as appropriate) in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. In the absence of a special accommodation from Vermillion, by participating in Activities and Web Services, you acknowledge the collection of the recordings and your willingness to appear in any media and at any time, and you release Vermillion and its contributors of all liability associated with such distribution and use.

We may collect and track IP addresses with or without User Names to provide, maintain, protect, and improve our services, as well as to develop new services. Additionally, we may use the information we collect to confirm users' eligibility for certain Web Services, Activities and Vermillion points, as well as to protect the rights and / or property of Vermillion and / or our users. The Web Services also have security measures in place to protect against the loss, misuse, and alteration of the information under our control.

Our collection, use, and disclosure of personal information is governed by our privacy policy. For more information, click here.

DISCLAIMERS

Many people feel that the three dimensions of a healthy society are healthy people, planet and community prosperity. But it's not easy to learn about and convey how to elevate these three elements. And there isn't any contributor in the world who could have all the answers to building sustainable economies.

The Web Services are for use only by persons residing in jurisdictions where the Web Services may legally be used. However, due to the nature of the Internet, it is not possible for Vermillion to restrict access to its Web Services only to those jurisdictions in which it does business. Some or all of the Web Services offered may not be eligible for use in your jurisdiction. If you are accessing the Web Services from such a jurisdiction, you should not consider anything on the Web Services as an offer to sell or as a solicitation to the public from Vermillion to purchase any Resources or to use the Web Services.

Vermillion makes reasonable efforts to learn about and include accurate, relevant and up-to-date information, but we provide no warranty of the accuracy, currency, or fitness for any particular purpose of the information. Information may be changed or updated without notice. The use of Web Services and / or Activities is at your own risk. TO THE FULLEST EXTENT PERMITTED BY LAW, VERMILLION, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. VERMILLION MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT, THE SUBJECT-MATTER EXPERTISE THAT MAY BE PROVIDED BY USERS, OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND / OR ANY AND ALL PERSONAL INFORMATION AND / OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEB SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND / OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEB SERVICES AND / OR ACTIVTIES.

To the extent that our Web Services include the opportunity to provide information and opinions on bulletin boards, chat rooms, or other forums, the opinions and information are not necessarily those of Vermillion or its service providers, affiliates, associates, subsidiaries or partners, and Vermillion makes no representations or warranties regarding that information or those opinions. Neither Vermillion nor its service providers, affiliates, associates, subsidiaries or partners shall be responsible or liable to any person or entity whatsoever for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character whatsoever based upon or resulting from any information or opinions provided in such forums.

Vermillion does not control any third-party website. Even so, Web Services may contain links to and frames of such third-party sites that are not maintained by Vermillion. Vermillion is not responsible for the content of those sites and cannot guarantee that those sites will not change without our knowledge. As such, the inclusion of such links and frames in Web Services does not imply endorsement of such sites or any content, information, material, products or services provided on such sites. If you choose to review such a site and / or click a link to one, Vermillion is not responsible for the privacy policies, terms and conditions of use, or accuracy of the content of any linked website or any link contained in a linked website. Use of such third-party websites is at your own risk. VERMILLION DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND VERMILLION WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU, OTHER USERS, AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

IN THAT CONTEXT, YOU ACKNOWLEDGE THAT YOUR USE OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO USER DATA. ACCORDINGLY, VERMILLION CANNOT AND DOES NOT GUARANTY THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. YOU FURTHER ACKOWLEDGE THAT THE DELIVERY OF CONTENT MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. VERMILLION IS NOT RESPONSIBLE FOR, AND YOU RELEASE VERMILLION FROM, ANY DELAYS, DELIVERY FAILURES OR DAMAGES RESULTING FROM SUCH PROBLEMS.

IN NO EVENT SHALL VERMILLION, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF RESOURCES OR ADVICE, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEB SERVICES AND / OR ACTIVITIES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND / OR ANY AND ALL PERSONAL INFORMATION AND / OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND / OR (V) ANY ERRORS OR OMISSIONS IN ANY RESOURCES OR ADVICE OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY RESOURCES OR ADVICE POSTED, EMAILED, TRANSMITTED, COMMUNICATED OR OTHERWISE MADE AVAILABLE VIA THE WEB SERVICES AND / OR ACTIVTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VERMILLION IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT VERMILLION SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS VERMILLION AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DISTRIBUTORS AND AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, CAUSES OF ACTION, COSTS, OR EXPENSES, INCLUDING REASONABLE LEGAL FEES, RESULTING FROM YOUR ACTS OR OMISSIONS, INCLUDING BUT NOT LIMITED TO ACTS OR OMISSIONS RELATING TO YOUR USE OF THE RESOURCES OR ADVICE, YOUR BREACH OF YOUR OBLIGATIONS OR REPRESENTATIONS UNDER THIS AGREEMENT, YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT, OR ANY CLAIM THAT THE RESOURCES OR ADVICE CAUSED DAMAGE TO ANOTHER USER OR THIRD PARTY. THIS SECTION SHALL IN NO WAY LIMIT ANY OTHER REMEDIES TO WHICH VERMILLION MAY BE ENTITLED AS A RESULT OF SUCH BREACH AND SHALL SURVIVE THESE TERMS OF SERVICE AND YOUR USE OF THE WEB SERVICES.

TRADEMARKS AND COPYRIGHT

No license to use any Vermillion Trademark is granted by these Core Policies. You may not use any vermillion trademark without Vermillion Approval.

Any third-party design or trademarks mentioned or displayed at the Website, whether registered or not, are the property of their respective owners. Unless sponsorship or support is expressly acknowledged, the authors of the Web Services are not sponsored by or affiliated with any of the third-party trademarks or registered trademark owners, and Vermillion makes no representations about them, their owners, their products or services.

Vermillion either owns the intellectual property rights to the underlying HTML code, XML code, text, application code, data structures, graphics and other material that function together to create the Web Services and / or Activities, or it has obtained the permission of the owner of such code, text or graphics to use same. Unless otherwise expressly stated by the Contributor or Vermillion, Resources and material from the Web Services and / or Activities may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. Modification of the Resources, Web Services and / or Activties or use of the associated materials for any other purpose is a violation of the copyrights and other proprietary rights held by the respective providers thereof. The use of any such Resources, material on any other website, ftp server, server, network environment or digital storage device is prohibited.

Vermillion gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Vermillion as part of the Web Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Web Services as provided by Vermillion, in the manner permitted by these Core Policies. You may not copy, modify, distribute, sell, or lease any part of our Web Services or included software, nor may you reverse engineer or attempt to extract the source code of that software.

Some software used in our Web Services may be offered under an open source license that we will make available upon request. There may be provisions in the open source license that expressly override some of these Core Policies.

INTERPRETATION

Subject to any other specific by-laws, rules, policies, procedures or regulations established or published by Vermillion at any time, and any other express agreement which provides otherwise, these Core Policies constitute the entire agreement and understanding between you and Vermillion with respect to the matters contemplated. Any provisions of this agreement which are or may be rendered invalid, unenforceable or illegal, shall be ineffective only to the extent of such invalidity, unenforceability or illegality, without affecting the validity, enforceability or legality of the remaining provisions of this agreement.

You acknowledge and agree that any failure by Vermillion to insist in any one or more instances upon strict compliance with these Core Policies and Other Policies will not be construed as a waiver by Vermillion of any continuing or subsequent failure to perform or delay in performance of any provision of these Core Policies and Other Policies.

After you discontinue accessing our Web Services and / or Activities, those provisions of these Core Policies and Other Policies which, by their nature, including but not limited to the obligation not to claim any affiliation with Vermillion without Vermillion Approval, should survive any termination of any agreement between you and Vermillion, will survive and remain in effect.

If a dispute arises between you and Vermillion, or you believe that your Resources or copyrighted work has been copied in a way that constitutes copyright infringement, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Vermillion agree that we will resolve any claim or controversy at law or equity that arises out of this agreement or our Web Services and / or Activities (a "Claim") in accordance with these Core Policies or as we and you otherwise agree in writing. Before resorting to these alternatives, you agree to first contact us directly at This email address is being protected from spambots. You need JavaScript enabled to view it. to seek a resolution. We will consider reasonable requests to resolve the dispute through mediation, as an alternative to arbitration or litigation.

You agree that: (i) the Web Services shall be deemed solely based in Alberta; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Vermillion, either specific or general, in jurisdictions other than Alberta.

The laws of the Province of Alberta, Canada, shall in all cases govern the interpretation of these Core Policies. Unless an express agreement provides otherwise, any disputes relating to these Core Policies and Other Policies shall be heard before the said courts sitting at Calgary, Alberta, provided that Vermillion shall have the right to commence action in any court of competent jurisdiction to seek injunctive or other equitable remedies to protect its interests. In any case deemed appropriate by Vermillion, in its sole discretion, Vermillion may refer a dispute to arbitration in Calgary, Alberta, before a single arbitrator pursuant to the Arbitration Act, Alberta, and you agree to participate in such arbitration with costs to be awarded on a full-indemnity basis, to keep the proceedings confidential in accordance with the private nature of arbitration, and to be bound by it. For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, Vermillion may direct that such binding arbitration be conducted via non-appearance-based arbitration. When arbitration is selected, the party seeking relief shall initiate such arbitration through the Alberta Arbitration and Mediation Society. In such cases, the following rules will apply: (i) the arbitration shall be conducted by telephone, online and / or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction and no party shall oppose such entry.

You agree that all Claims brought against Vermillion must be resolved in accordance with these Core Policies and that all Claims filed or brought contrary to these Core Policies shall be considered improperly filed.

The headings used in these Core Policies and other policies have been inserted for convenience of reference only and do not affect the meaning or interpretation of such policies or any provision of such policies.