Terms of Use

Last Modified on February 2021

Welcome to 10396907 Canada Inc. d/b/a Lunaria Solutions (“Lunaria”, “we”, “us” or “our” as the context dictates). We are excited to offer you a range of diversity and inclusion education, through our Platform (as defined below) and other diversity and inclusion products and services provided by us (the “Services”). The terms set out below (these “Terms of Use”) in combination with our Privacy Policy (https://lunariasolutions.com/privacypolicy), which is incorporated by reference and available at our website (https://lunariasolutions.com/) (these Terms of Use together with such other documents, our “Terms”), govern your use of the Services and are part of any order form or purchase order pursuant to which you use our Services. Nothing set out in any other document shall override the terms herein unless specifically agreed upon in writing by us. 

Please read our Terms carefully since they are legally binding to anyone who uses our Services. There are sections in our Terms which contain important information about use, rights, liability, and your obligations and matters related to disputes, including the exclusive use of arbitration to resolve disputes. 

By agreeing to these Terms, you expressly acknowledge that you have read these Terms and agree to all terms and conditions herein. If you do not, or are unable to, agree to our Terms, please do not use our Services. For any clarification, please contact us at hello@lunariasolutions.com. Any continued use of the Services by you shall be considered to express your consent and agreement with our Terms. If you will be using the Services on behalf of an organization, you agree to our Terms on behalf of that organization and you represent that you have the authority to do so.  

 

Definitions
“Account” means an account that was registered on our Website and created for the purposes of accessing our Services.

“Aggregated Information” means all information derived from your use of the Services and includes without limitation, usage information, data and other content, provided however, such information shall not be able to reveal the identity of you.

“Certify” means being officially recognized as possessing a certain qualification, criteria or meeting certain standards.

“Content” means any information, including text, documents, articles, blogs, links, reports, data, databases, files, tools, e-mail, code, photographs, pictures, images, audio, video, postings, graphics (including illustrations and animations), comments, opinions, postings, messages, interfaces, webpages, files, software, product names, company names, trade-marks, logos, trade names, survey responses, or other materials.

“Credentials” means Account log-in and other details which are relevant to access the Services.

“End User(s)” means anyone who you authorize to use our Services.  

“Handle” means to process, record, transfer, access, receive, use, disclose, retain, dispose of, destroy, manage, collect, store, or otherwise handle and any variation of “Handle” and “Handling” has the same meaning depending on the context.

“Intellectual Property” means inventions, discoveries, or improvements (whether patented or able to be patented and whether or not reduced to practice), including patents, patent applications, certificates of invention, utility models, continuations, continuations-in-part, provisionals, divisions, reissues, renewals, re-examinations and extensions thereof; trade secrets, know-how, designs, methodologies, processes, rights in data, and similar rights; semiconductor chip protection and mask work right; the protection of works of authorship or expression and copyright (whether or not registered); trademark, trade names, service marks, logos, domain names and trade dress; and similar rights under any laws or international conventions throughout the world, whether now existing or hereafter arising or developed, including the right to apply for registrations, certificates, or renewals with respect thereto, the rights to prosecute, enforce, and obtain damages.

“Intellectual Property Rights” means any rights pertaining to Intellectual Property.

“Laws” means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, governmental order or other requirement or rule of law of any governmental authority.

“Platform” means the Website and any other digital assets that we use to provide the Services. 

“Lunaria Content” means any Content provided by us in provision of the Services.

“Third Party Providers” means any independent third party provider that may be accessible through our Services.

 “Website” or “App” means (i) any website (including lunariasolutions.com and a sub-domain or any such websites, and (ii) any mobile application for such websites or any other website operated by us, in connection with the Services provided to you. 

Understanding our Role 

      1. We are only responsible for providing you (“you” or “your” as context dictates)  and your End Users access to the Services. We provide the Services in our own personal or corporate capacities, and not as employees, agents, of any other party.
      2. Our Services are provided “as is”, subject to the terms herein. 
      3. We do not verify or audit for correctness or authenticity content provided by any individual or a party using our Services.
      4. You are solely responsible for the conduct of your End Users and will ensure that they are aware of the conduct that may constitute your breach under this Agreement. All references to “you” shall be also applicable to your “End Users” to the extent reasonable in the circumstance. 

 

Service Offering; Accounts  

      1. Right to Use.  Subject to our Terms, we hereby grant you a limited, revocable and non-transferable right to use the Services. Your ability to review and utilize the Services will require setting up an Account.    
      2. Registration and Account Set-up.  You must create an Account on our Website in order to use the Services. Once an Account is created, you are responsible for any and all use of the Account and for your interactions with third parties. All registration information provided by you shall be truthful and accurate. You should also inform us promptly of any changes to the information provided in order to ensure effective communication with Lunaria.  
      3. Credentials Management and Incidents.  You shall: (1) keep your Credentials strictly confidential and secure; (2) not use the Credentials of a third party; and (3) inform us immediately if the confidentiality of any part of your Credentials has been compromised (e.g. you have shared your Credentials with a third party or you believe there is a credible chance of the security of your Account being compromised).
      4. Suspicious Activity.  
        1. If we suspect any unauthorized access to your Account or that there is suspicious activity in relation to your Account, we retain the right, but do not have the obligation, to suspend your Account and take any other related action as we deem reasonable, and you agree to assist in executing such actions, which may involve your resetting of passwords or taking other measures as may be required.

 

If any communication you receive looks suspicious or has links that you do not expect, please do not open or click through. Instead, email us at hello@lunariasolutions.com 

Representations, Warranties and Covenants

    1. You acknowledge and agree that: (1) your End Users are 18 years old or older; (2) you have the authority to bind yourself, or such other party which you may be representing, to our Terms; (3)   any information you provide is accurate; and (4) your use of the Services shall (A) be solely for purposes that are permitted by these Terms of Use, (B) not infringe or misappropriate the Intellectual Property Rights of any third party, and (C) comply with all Laws.
    2. Restricted Actions.  You covenant that you shall not, or shall not assist, encourage, or enable others to (as determined by Lunaria):   
      1. misrepresent your identity (e.g. represent to anyone in relation to Lunaria that you are someone else or you are affiliated with someone that you are not);
      2. in regards to any fees which may be payable for the Services, circumvent the payment methodology of the Services;
      3. share your Account log-in details with any person other than those expressly authorized by you;  
      4. use any information obtained from the Services or Platform in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any third party without their prior explicit consent;
      5. imply or represent a Lunaria endorsement or partnership of any kind without our express written permission;
      6. other than the reports and or deliverables provided solely for your benefit, reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Services or Lunaria Content without our written consent; 
      7. reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms in any part of the Services or Platform; 
      8. rent, lease, loan, sell, resell, assign, timeshare, offer in a service bureau, or otherwise make any part of the Services available to any third party without our written consent;  
      9. damage, disrupt, disable, overburden or impair our servers or network, or interfere with any other party’s use or enjoyment of the Services or Platform;
      10. access the Services in order to build a commercially available product or service which competes with the Services;
      11. copy any content, features, functions, integrations, interfaces or graphics which are part of the Services or Platform, including by way of using crawling or, scraping technologies;
      12. violate any Laws;
      13. violate any obligations, including confidentiality obligations, you might have towards a third party;
      14. make statements on any part of Lunaria on any topic associated with us, particularly regarding Content and the Services, which could reasonably be considered false or misleading;
      15. willfully tamper with the security of the Services or Platform, including attempting to probe, scan or test the vulnerability of the Platform or to breach its security or authentication measures;
      16. share any sensitive data with us which, in the normal course of events, would demand special Handling and introduce a security burden on us that is not agreed upon by us in writing in advance of receipt of such data;
      17. send messages in violation of any applicable anti-spam law;
      18. transmit any information, through the Platform or in any other manner, which may: (1) be false, misleading, offensive, unlawful, threatening, abusive, libelous, defamatory, harassing, fraudulent, obscene, vulgar, indecent, inflammatory, sexually explicit, pornographic or profane; (2) promote illegal activities, racism, bigotry, hatred or physical harm of any kind against any group or individual; (3) solicit passwords or personal information from anyone; (4) be in violation of a third party’s Intellectual Property Rights or is subject to Intellectual Property Rights; (5) be considered “spam” (including machine or randomly-generated, unauthorized or unsolicited advertising, chain letters, junk mail, and any other form of unauthorized solicitation or any form of lottery or gambling); (6) except as expressly approved by us, involve commercial activities and/or promotions such as contests, sweepstakes, barter, advertising, or pyramid schemes; (7) contain or install any viruses, worms, malware, Trojan horses, time bombs, cancelbots, corrupted files, or other content that is designed or intended to disrupt, damage or limit the function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; and (8) violate the privacy of any third party; 
      19. cover or obscure any banner advertisements on the Services or Platform, or any Lunaria page via HTML/CSS, scripting, or any other means;
      20. interfere with, disrupt, or create an undue burden on the Services, Platform, or the networks or services connected to the Services or Platform;
      21. introduce software or automated agents to the Services or Platform, or access the Services or Platform so as to produce multiple accounts, generate automated messages, or to strip or mine data from the Services or Platform;
      22. attempt to gain unauthorized access to the Services, Platform, or our computer systems or networks through hacking, password mining or any other means; 
      23. interfere with, disrupt, or modify any functionality of the Services or Platform; and
      24. otherwise violate our Terms or Lunaria’s policies or create liability for us.

We reserve the right to investigate and prosecute, to the fullest extent of the law, any violation of the subsections (i) to (xxv) above.

 

Proprietary Rights

  • Ownership and Reservation of Rights to Lunaria Intellectual Property.
  • Lunaria and its licensors own all Intellectual Property Rights in the Services and any Content provided by us or our licensors. 
  • You shall not obtain any ownership interest in the Services or Lunaria Content as a result of your access or use of Services.  
      2. Handling Your Data.  
        1. We will hold your confidential information secret and will expect you to hold our sensitive information private as well.  We will abide by privacy laws and use commercially reasonable standards for security of the information we do obtain during provision of Services, subject to our Privacy Policy and Terms. 
        2. You grant Lunaria an unrestricted, irrevocable, perpetual, non-exclusive, sublicensable, royalty-free and transferable right to Handle your data to (1) provide the Services set out in these Terms of Use, and (2) generate Aggregated Information.
        3. You agree that all such data may be, without further required consent by you, Handled by a third party for either (1) the third party’s own legitimate business purposes that is connected to our Services, (2) purposes which serve our business purposes, including Account processing and data monitoring or storage, or (3) for regulatory or other reasons which are imposed on us in a jurisdiction in which we provide services or may otherwise decide to store or process such data.
        4. Aggregated Information.  We will own all Aggregated Information for any purpose we see fit, including publication of, and creation of derivative works from the Aggregated Information, provided that such usage shall not reveal to a third party any confidential information or the identity of any other third party.
      3. Your Input.  You may from time to time make suggestions or recommendations in respect of our Services, including without limitation, new Service features or functionality, or any comments, questions, suggestions, or the like (“Feedback”).  You hereby assigns to Lunaria on its own and End Users’ behalf all right, title, and interest in such Feedback, and acknowledge that we are free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.  

Copyright Policy

The trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Mark. Please contact us if you would like to use our Marks.

Monitoring of your Activity and Privacy 

We may, solely at our discretion or at the request of a governmental authority, disclose, delete, remove, monitor, investigate, record or otherwise process your interactions with our Platform. Further information is available in our Privacy Policy.   

Corrective Action and Notice

If you become aware of any actual or threatened activity by you which is prohibited by Section 5(b) (Restricted Actions), you shall immediately (a) take all reasonable and lawful measures within your control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services), and (b) notify Lunaria of any such actual or threatened activity.

Permission for Communication 

We use email and other electronic means to stay in touch with you. You agree that when you provide us your e-mail address or personally identifying information (e.g. name, address) during or prior to access to the Services or use of any other service or tool provided through or on the Platform, you: (1) consent to receive communications from us, our affiliates, and applicable Third Party Providers in electronic formats, including via the email address you have submitted or other agreed upon contact methods; (2) agree that our Terms, agreements, notices, disclosures and other communications that we provide you electronically satisfy any legal requirement that such communications would satisfy if they were in writing and physically presented to you. 

Third Party Websites

The Services may contain links to third party websites (“Third Party Websites”) (a) placed by us as a service to those interested in their information; or (b) posted by other third parties. You use all such links to Third Party Websites at your own risk. We do not monitor or have any control over, and make no claim or representation regarding Third Party Websites. To the extent such links are provided by us, they are provided only as a convenience, and such link to a Third Party Website does not imply our endorsement, adoption or sponsorship of, or affiliation with, such Third Party Website. When you leave the Website, our terms and policies no longer govern.