Terms Of Use Agreement

L.E.A.P. Terms of Use Agreement

The Pallium Foundation of Canada[1] (“Pallium Canada”) welcomes you as a Pallium Canada Certified Facilitator of the Learning Essential Approaches to Palliative and End-of-Life Care (“LEAP”) courseware or as a trainee in the process of becoming accredited as a Pallium Canada LEAP Facilitator.

IMPORTANT:  BEFORE USING ANY PALLIUM CANADA CONTENT OR MATERIALS MADE AVAILABLE BY PALLIUM CANADA FOR LEAP FACILITATORS AND TRAINEES, PLEASE CAREFULLY READ THIS AGREEMENT WHICH CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LICENSE TO USE SUCH MATERIALS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT PLEASE DO NOT PROCEED TO DOWNLOAD OR USE ANY LEAP MATERIALS OR OTHER PALLIUM CONTENT INTENDED FOR LEAP FACILITATORS OR REPRESENT YOURSELF AS A LEAP FACILITATOR TO ANYONE. IF YOU CLICK ACCEPT THIS AGREEMENT OR DOWNLOAD ANY MATERIALS FROM THIS SITE, YOU WILL BE ACCEPTING THIS AGREEMENT, AND YOU WILL HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS. THE CONTENT PROVIDED BY PALLIUM CANADA IS ALSO PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS.

1. Prerequisites

In order to use the LEAP courseware to train third parties through a LEAP session or otherwise, you must be certified as a LEAP Facilitator by Pallium Canada and must comply with the license terms of this Agreement.  If you at any time fail to meet any accreditation or certification requirements, Pallium Canada reserves the right, with no liability to you, to terminate your access to and license to use the LEAP Materials (as defined below) immediately on written notice. Access to LEAP courseware is also given under the terms of this Agreement to persons who are seeking certification through the LEAP facilitator program.

[1] The Pallium Foundation of Canada (Pallium Canada) is the Administrative Hosting Authority for the legacies of Pallium Canada. Pallium Canada is an intersectoral community of clinicians, educators, academics, administrators, volunteers, government and citizen leaders working together to build palliative and end-of-life care capacity as integral to a sustainable health system and caring communities.

2. License Terms

2.1 Intellectual Property.  Pallium Canada and its licensors are the rightful copyright holder and licensor of all LEAP courseware in any form or medium provided including digital and hard copy versions and including any digital content not branded LEAP but which is provided by Pallium Canada under license to complement the courseware and any marketing or other promotional materials for LEAP (collectively the “LEAP Materials”). 

2.2 License Grant.  Subject to the terms of this Agreement, Pallium Canada grants you, a non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free license to access and use the LEAP Materials for: (i) your own education as part of certification training as a Pallium Canada LEAP Facilitator; and (ii) to educate and teach health professionals if you are an accredited Pallium Canada LEAP Facilitator on the terms set out in Section 2.3 below[2].  Health professionals will receive a participant manual but may not be granted access to the slide decks and other materials forming part of the LEAP courseware. 

2.3 Specific Requirements for Use of LEAP Courseware as a Facilitator.  As a Pallium Canada Certified LEAP Facilitator, you will receive access to Pallium Canada education resources, training manuals, planning guides and access to Pallium Central (Learning Management System). As a Pallium Canada Certified LEAP Facilitator you are an independent contractor and you agree that you will:

1. 1. Comply with the Pallium Canada LEAP Facilitator Manual and related guidelines for facilitating a LEAP session.
   2. Facilitate a minimum of 10 hours per year for the duration of this Agreement.
   3. Register each LEAP session you facilitate with Pallium Canada through the Pallium Canada learning management system (“LMS”) and oversee the completion of LEAP participants’ registration.
   4. Receive satisfactory participant and experienced Facilitator evaluation.
   5. Receive and incorporate Pallium LEAP updates sent by the Pallium office to update your slide deck so that you are instructing health professionals using the most up to date training materials available from Pallium.
   6. Conduct yourself in a manner that is consistent with a high standard of professionalism
   7. Conform to the Pallium Conflict of Interest [A1] policy.
   8. Adhere to the Guiding Principles of the Pallium Foundation [A2] when facilitating LEAP programs.
   9. If Continuing Professional Development credits are being offered, ensure that you meet all requirements of the applicable college(s).
   10. Confirm to health professionals you are training that: (a) the LEAP Materials are not a substitute for, and does not provide, medical advice; (b) the LEAP Materials are for educational and informational purposes only and is not be used for the direction of care of individual patients; (c) the LEAP Materials are general in nature and not intended in any way to be a substitute for a medical exam or other professional advice, diagnosis or treatment; and (d) an end-user should never disregard or delay seeking consultative advice because of something they have read, heard or viewed as a result of use of the LEAP Materials.

[2]To obtain Pallium Canada certification, as a newly trained LEAP Facilitator you must successfully complete the LEAP Facilitator’s Training Program developed by Pallium Canada and offered by experienced LEAP facilitators and partner with an experienced LEAP Facilitator for two full LEAP sessions following training. Other requirements are set out in the LEAP Facilitator Manual.

2.4 Specific Terms for Use of Pallium Canada Marketing Resources.  You may not use any marketing materials not provided by Pallium Canada, including your own marketing materials, without prior written consent of Pallium Canada.  Pallium Canada will provide you with access to certain marketing materials and videos through Pallium Canada’s LMS. Any use of these materials must be registered with Pallium Canada and any customization or change to these materials must be sought by Pallium Canada and are subject to Pallium Canada’s sole discretion. 

2.5 License Restrictions.    Pallium Canada reserves all rights not expressly granted to you herein.   You may not:

1. 1. Distribute, lease, rent, assign or otherwise transfer the LEAP Materials to any third party without the prior written consent of Pallium Canada.  
   2. Remove any proprietary notices, labels, or marks from the LEAP Materials or  modify, alter, or deface any of the trade-marks, service-marks, or other intellectual property made available as part of the LEAP Materials in any form nor use any of the foregoing except for the specific purpose for which such intellectual property is made available to you;
   3. Bundle the LEAP Materials in other products for re-sale, or generally use the LEAP Materials for any other commercial purposes not expressly permitted by this Agreement;
   4. Make derivative products or resources from the LEAP Materials (e.g., you may not use a video editing program to alter the videos as they are published at archive.org in any way; video segments must remain intact as the digital objects published at archive.org); or
   5. use the LEAP Materials to develop or derive any additional continuing professional development (CPD) or educational/training product or service without the prior written consent of Pallium Canada. 

3. Rights and Obligations

3.1 Intellectual Property Rights.  This Agreement does not in any way grant to you any express or implied license to any intellectual property rights in the LEAP Materials or other content of Pallium Canada, except the limited license in Section 2.  Pallium Canada retains all property, right, title and interest in and to the LEAP Materials, including all trademarks, trade names, copyrights and other intellectual property rights. 

3.2 Confidentiality.  Any information not generally known to the public that is disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement and that has been identified as proprietary and/or confidential shall be kept in strict confidence by the Receiving Party and may only be used or disclosed with permission of the Disclosing Party.  This Section will not apply to any information which is in the public domain (otherwise than through breach of this Agreement); is known by the Receiving Party prior to its disclosure by the Disclosing Party or is independently developed by the Receiving Party without breach of the obligations contained in this Agreement; or has been received by the Receiving Party from a third party who is not subject to obligations similar to the obligations contained in this Agreement. For greater certainty, the LEAP Materials (excluding marketing materials and any content expressly stated to be made available to health professionals) constitutes Confidential Information of Pallium Canada. 

4. Liability Terms.  

4.1 The LEAP Materials, including associated digital content provided through this license are made available to you “as is, as available” without warranty of any kind, either expressed or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.  Pallium Canada and its agents assume no liability for or relating to the delay, failure, interruption or corruption of any data or information embedded in the electronic media associated with the LEAP Materials.  

4.2 Pallium Canada, its agents, employees, participants, directors, trustees and funders shall not be liable for any injury, loss or damage of any nature whatsoever suffered by you or anyone acting on your behalf  resulting from use or exhibiting of the LEAP Materials.  

4.3 You agree to indemnify and save harmless Pallium Canada, its agents, employees, participants and funders from any and all losses, damages, expenses, actions and claims, including third party claims, that may be made, sustained or brought for any injury, loss or damage whatsoever arising from any willful misconduct, negligence or omission by you. 

5. Termination Policy.  

5.1 Termination.  Pallium Canada may terminate this Agreement at any time if you violate any term of condition of this Agreement, fail to meet the requirements of certification (as outlined in the Criteria for LEAP Facilitators) or otherwise conduct yourself in a manner that damages or may damage the reputation of the LEAP courseware or Pallium Canada.  In addition, if Pallium Canada objects to the manner in which you are using, exhibiting or broadcasting the LEAP Materials, Pallium Canada may request that you cease the activity.  If you breach this Agreement, the licenses granted to you may be revoked immediately by written notice to you from Pallium Canada. 

5.2 Effect of Termination.  In the event of termination, you must immediately destroy any digital materials in your possession by way of deletion and certify said destruction in writing to Pallium Canada.  You may terminate this Agreement at any time by providing written notice to Pallium Canada.  On termination, all use of the LEAP Materials must terminate and you must return or destroy any copies of the LEAP Materials in your possession. 

5.3 Survival.  The obligations of the parties under this Agreement that by their nature would continue beyond expiration, termination or cancellation of this Agreement (including, without limitation, the warranties, indemnification obligations, confidentiality requirements, ownership and proprietary rights) shall survive any such expiration, termination or cancellation.

6. Changes to LEAP Materials and this Agreement

6.1 Updates to Agreement. Pallium Canada reserves the right to modify this Agreement at any time by publishing the revised Agreement on the Pallium Central and/or providing a copy of this Agreement to your account by email. The revised Agreement shall become effective within ten (10) days of such publication or provision to You, unless You expressly accept the revised Agreement earlier by clicking on the accept button. Your express acceptance or Your continued use of the LEAP Materials after expiry of the notice period of ten (10) business days (being weekdays excluding any statutory holidays in Ontario), shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement.  The date of last update is set out at the bottom of this Agreement.

6.2 Changes to Content.  Pallium Canada may change the content of any LEAP Materials from time to time.  It is your obligation to incorporate any new updated materials to your slide deck and to use only the latest materials provided by Pallium Canada in your training and in your training of third parties. 

7. General Terms

You may not assign or transfer any interest under this Agreement without the written consent of Pallium Canada. This Agreement is governed by the laws of Ontario, Canada and, together with any Pallium documentation referenced herein, constitutes the entire agreement between the parties with respect to the subject matter herein.   If any part of this Agreement is held to be invalid or otherwise unenforceable, the provision shall no longer form part of this agreement.  No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver of such right, power or privilege.  It is not intended that any agency or partnership relationship be created by this Agreement.  

8. Contact Us

Enquiries regarding this license agreement can be made in writing to National Pallium Academic Outreach Office, 43 –745E Bruyère St, Ottawa, Ontario K1N 5C8 or via email to info@pallium.ca. 

Last Updated: November 2, 2015