TheDrillBook.com Website Terms of Service

(Last Updated June 2, 2014)

The DrillBook.com Inc. ("Drillbook", "we", "us" and terms of similar meaning) provides TheDrillbook.com web site and any successor web sites (collectively, the "Site") and the services provided by or through the Site to you subject to these terms and conditions of use (these "Terms").

In these Terms, we refer to the software we provide on the Site as the "Application". We refer to the services provided by the Application as the "Services".

Please read these Terms carefully before using the Services. By accessing or using the Services you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Services.

In these Terms, our customers and their team members to whom they give "manager" access to their Drillbook account are called "Subscribers". In these Terms, users of the Services, whether they are Subscribers, members of the Site online forum, people who post comments on the Site blog, or casual browsers of the Site, are referred to as "Users".

Drillbook reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. Please check these Terms periodically for changes. The Terms will always show the 'last updated' date at the top. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Services after such time will constitute your acceptance of such changes or modifications. If you do not agree to any amended Terms, you must stop using the Services. If you have any questions about the Terms, please email us at support [at] thedrillbook [dot] com.

The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Application.

1. Privacy Policy

Please refer to Drillbook's Privacy Policy, available on the Site, for information on how Drillbook collects, uses and discloses personally identifiable information from its Users. By using the Services, you agree to our use, collection and disclosure of personally identifiable information in accordance with Drillbook's Privacy Policy.

2. Registration Data; Account Security

If you register for an account on the Services ("Account"), you agree to: (a) provide accurate, current and complete information as may be prompted by any registration form on the Services ("Registration Data"); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data and any other information you provide to Drillbook, in order to maintain its accuracy, currency and completeness; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Drillbook. You are responsible for all activity on your Account, and for all charges incurred by your Account.

You are responsible for maintaining the confidentiality of your password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur on your Account or with your password. In the event that the confidentiality of your Account or password is compromised in any manner, you will notify DrillBook immediately. DrillBook reserves the right to take any and all action, as it deems necessary or reasonable, to ensure the security of the Site and your Account, including without limitation, terminating your Account, changing your password or requesting information to authorize transactions on your Account. Notwithstanding the above, DrillBook may rely on the authority of anyone accessing your Account or using your password and in no event will DrillBook be held liable to you for any liabilities or damages resulting from or arising out of: (a) any action or inaction of DrillBook under this provision; (b) any compromise of the confidentiality of your Account or password; or (c) any unauthorized access to your Account or use of your password.

3. Fees; Charges; Taxes

Fees and any other charges for the use of the Application, Services and add-ons ("Add-ons") are described on the Site. They may change from time to time. If we change them, we will give all Subscribers at least 30 days' advance notice. If they do change, your continued use of the Application, Services or the Add-ons, as the case may be, after such change will constitute your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs.

You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.

4. Ownership, Copyright and Trademarks

In these Terms, the content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called "Content". Content provided by Users, whether they are Subscribers or other Users, is called "User Content". For example, photos of a team event submitted by a Subscriber is User Content of that Subscriber, and Content that a User enters into the Drillbook online forum or enters as a comment on the Drillbook blog is User Content of the User.

User Content is that User's property. Drillbook's only right to that User Content is the limited license to it granted in these Terms. Those licenses are described in Section 5 and Section 10 of these Terms.

Other than the User Content, the Services, all Content and all Software (defined below) is the property of Drillbook or its licensors, and is protected by Canadian and international copyright laws, and all rights to the Services, such Content and such Software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Drillbook.

License and Site Access

DrillBook grants you a limited license to make personal use only of the Site. Such grant does not include, without limitation: (a) any resale or commercial use of this Site or any Site Materials (defined below); (b) modification, adaptation, translation, reverse engineering, decompilation, disassembly or conversion into human readable form any of the Site materials not intended to be so read, including use of or directly viewing the underlying HTML or other code from this Site except as interpreted and displayed in a web browser; (c) copying, imitating, mirroring, reproducing, distributing, publishing, downloading, displaying, performing, posting or transmitting any Site Materials (including any DrillBook trademarks) in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise; (d) the collection and use of any product listings or descriptions; (e) making derivative uses of the Site and any Site Materials; or (f) use of any data mining, bots, spiders, automated tools or similar data gathering and extraction methods, directly or indirectly, on the Site Materials or to collect any information from the Site or any other User of the Site. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under a patent, trademark, copyright, or proprietary right of DrillBook or any third party. You may not use any meta tags or any other "hidden text" utilizing DrillBook's name, trademarks, or product names without our express written consent. "Site Materials" means all materials on the Site, including, without limitation, trademarks (as specifically set forth in these Terms) design, product description, HTML text, graphics, other files, photographs, codes, software layout, designs forms and the selection and arrangement thereof.

We may terminate this license and your use of or access to the Site if you make or permit any unauthorized use of this Site. Such actions by you may violate applicable law including, without limitation, copyright laws, trademark laws (including trade dress), and communications regulations and statutes. We reserve the right to have all violators prosecuted to the fullest extent of the law.

Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services.

Intellectual Property Ownership

All Site Materials are owned by us and others and are protected by Canadian and international copyright, trademark and other laws.

Trademarks

TheDrillbook, TheDrillbook.com and the coach's whistle logo/graphic on the Site and other registered trademarks owned by TheDrillBook.com or its affiliates and listed on the attached Exhibit A, and their respective designs and/or logos are either trademarks or registered trademarks of TheDrillBook.com or its affiliates and may not be copied, imitated or used, in whole or in part, without the prior written permission of TheDrillBook.com. In addition, all page headers, custom graphics, button icons, and scripts are trademarks, and/or trade dress of TheDrillBook.com, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of TheDrillBook.com. All other trademarks, registered trademarks, product names and company names or logos mentioned herein are the property of their respective owners.

Restrictions on Use

Except as otherwise provided in these Terms, none of the materials and intellectual property described in these Terms may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of TheDrillBook.com or the respective intellectual property owner. You may electronically copy and print to hard copy portions of this Site for the sole purpose of using materials it contains for informational and non-commercial, personal use only. Any other use of the materials in this Site - including any commercial use, reproduction for purposes other than described above, modification, distribution, republication, display, or performance without the prior written permission of TheDrillBook.com, is strictly prohibited.

Software

Any software, including any files, images incorporated in or generated by the software, and data accompanying the software that may be made available on this Site (collectively, the "Software") is licensed to you by TheDrillBook.com on a non-exclusive and limited basis. TheDrillBook.com shall retain full and complete title and all intellectual property rights to Software. You shall not copy, distribute, sell, modify, decompile, reverse engineer, disassemble or create derivative works from any Software.

10. Your Limited License of Your User Content to Drillbook

We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site and provide the Services, now and in the future. For example, if you leave comments on the Drillbook blog or posts on the Drillbook forum, we need your license to display that User Content on the Services, and we need the right to sublicense that User Content to our other Users so that they can view that User Content.

Therefore, by posting or distributing User Content to or through the Services, you (a) grant Drillbook and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in which and for the purposes for which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.

These licenses from you are: (a) non-exclusive because you have the right to use your User Content elsewhere; (b) royalty-free because we are not required to pay you for the use of your User Content on the Services; and (c) transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to "modify, adapt, translate, and create derivative works from" are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.

11. Our Limited License of Content to You

Drillbook grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of the Content available to you through the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (a) you may only view, copy and print such portions of the Content for your own use; (b) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page caching) except as expressly permitted in these Terms; (c) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (d) you may not use any data mining, robots or similar data gathering or extraction methods; and (e) you may not use the Services or the Content other than for their intended purpose.

Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by Drillbook at any time.

You represent and warrant that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.

To request permission for uses of Content not included in this license, you may contact Drillbook at the address set out at the bottom of these Terms.

12. Use of Interactive Areas and the Services

The Services may include discussion forums, bulletin boards, review services or other forums in which you or third parties may post reviews or other content, messages, materials or other items on the Services ("Interactive Areas"). If Drillbook provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. User Content submitted to any public area of the Services will be considered non-confidential. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:

  • any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  • content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
  • content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  • content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  • unsolicited promotions, political campaigning, advertising or solicitations;
  • private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use;
  • viruses, corrupted data or other harmful, disruptive or destructive files;
  • content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or
  • content that, in the sole judgment of Drillbook, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Services, or which may expose Drillbook or its affiliates or its users to any harm or liability of any type.

Finally, Drillbook has a "zero-tolerance" policy towards SPAM. You may not use the Interactive Areas or the Services generally to send commercial or other messages to any third party if those messages are not solicited, authorized or welcomed by the third- arty, and in your use of the Services you must comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices.

Any use of the Interactive Areas or other portions of the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Services.

13. Providing a Reliable and Secure Service

If you have spent any time reviewing the Services, you will hopefully have noticed that we take reliability and security seriously. We put a great deal of effort into ensuring that our service operates all the time, and that it is a secure environment for your data. We use what we believe to be "best-of-class" hosting services and security technologies and services that we believe provide you with a secure and safe environment.

However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use Drillbook, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability.

14. Advertisements and Promotions

Drillbook may run advertisements and promotions from third parties on the Services. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Drillbook, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Drillbook is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Services.

15. Warranty Disclaimer

The Site, the Content, the Add-ons and the Services are provided to you on an "as is" basis without warranties from Drillbook of any kind, either express or implied. Drillbook expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Drillbook does not represent or warrant that Site, the Content, the Add-ons or the Services are accurate, complete, reliable, current or error-free.

While Drillbook attempts to make your access to and use of the Services safe, Drillbook does not represent or warrant that the Site, the Content, the Add-ons or the Services are free of viruses or other harmful components.

16. Limitation of Liability; Indemnity

You waive and shall not assert any claims or allegations of any nature whatsoever against Drillbook, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the "Released Parties") arising out of or in any way relating to your use of the Site, the Content, the Add-ons or the Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site, the Content, the Add-ons or the Services. You use the Site, the Content, the Add-ons and the Services at your own risk.

Without limitation of the foregoing, neither Drillbook nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site, the Content, the Add-ons or the Services, including without limitation any damages caused by or resulting from your reliance on the Site, the Content or the Services or other information obtained from Drillbook or any other Released Party or accessible via the Site, the Content or the Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Drillbook or any other Released Party's records, programs or services.

In no event shall the aggregate liability of Drillbook, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site, the Content or the Services exceed any compensation paid by you for access to or use of the Site, the Content or the Services, as the case may be, during the three months prior to the date of any claim.

You shall defend, indemnify and hold harmless Drillbook and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Site, the Content and the Services, and if you are a Subscriber, from your team's use of the Services and from the use of the Site, the Content and the Services by any person to whom you give access to your account (including as staff), including any claims made by any person that any of your User Content infringes the rights, including the intellectual property rights, of any third party.

17. Communications

Notices that we give Subscribers (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. Or we may post a notice to Subscribers in the dashboard area of your account on the Site, or post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.

Subject to Drillbook's Privacy Policy, if you send to Drillbook or post on the Site in any public area any information, ideas, inventions, concepts, techniques or know-how ("User Submissions"), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that Drillbook can use the User Submissions without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Site or send them to us.

18. Applicable Law and Venue

The Services are controlled by Drillbook and operated by it from its offices in Calgary, Alberta. You and Drillbook both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Drillbook explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site, the Content or the Services will be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) involving Drillbook and arising out of or relating to (a) these Terms; (b) the Site, the Content or the Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Site, the Content or the Services; or (d) the relationships that result from these Terms or the Site, the Content or the Services (collectively, a "Claim"), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Drillbook related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Drillbook. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Alberta.

To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Calgary, Alberta. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

If you choose to access the Services from locations other than Alberta, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Drillbook and the other Released Parties for your failure to comply with any such laws.

19. Termination/Modification of License and Site Offerings

Notwithstanding any provision of these Terms, Drillbook reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Services or Content; (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.

20. Inactive Accounts; Termination of Agreement

You and Drillbook may terminate your use of the Services including your agreement to these Terms at any time. If you terminate your use of the Services you must pay the fees applicable for the balance of the then current billing period. When your Drillbook account is terminated, your User Content will, shortly thereafter, not appear on the Services, except for User Content submitted to public areas of the Site such as the blog, forum, or product reviews, which may remain on the Site after termination. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.

21. Miscellaneous

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Drillbook may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Drillbook, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Drillbook regarding your use of the Site, the Content and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Drillbook regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only.

22. Questions and Comments

If you have any questions regarding these Terms or your use of the Services, please contact us at:

TheDrillBook.com website
209, 10836 – 24 Street S.E.
Calgary, Alberta T2Z 4C9
By e-mail:
info@TheDrillBook.com